Edgar Filing: MEVC DRAPER FISHER JURVETSON FUND I INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

MEVC DRAPER FISHER JURVETSON FUND I, INC.
(Name of Issuer)

MEVC DRAPER FISHER JURVETSON FUND I, INC.
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

553829102
(CUSIP Number of Class of Securities)

Michael Tokarz
meVC Draper Fisher Jurvetson Fund I, Inc.
10 Rockefeller Plaza
New York, NY 10020
(212) 687-8080

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

With a copy to:
Kenneth S. Gerstein, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2533

November 26, 2003
(Date Tender Offer First Published,
Sent or Given to Security Holders)

CALCULATION OF FILING FEE

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Transaction Valuation: $32,507,107.50(a) Amount of Filing Fee: $2,629.83 (b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 4,038,150
shares in the tender offer, based upon a price of $8.05 (95% of the net
asset value per share of $8.47 on November 17, 2003).

(b) Calculated at $80.90 per $1,000,000 of Transaction Valuation.

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

Amount Previously Paid:
---------------------------
Form or Registration No.:
--------------------------
Filing Party:
-------------------------------------
Date Filed:
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

ITEM 1. SUMMARY TERM SHEET.

meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund"), is offering to
purchase 4,038,150 shares (25% of outstanding shares) of common stock of the
Fund ("Share" or "Shares" as the context requires) from shareholders of the Fund
("Shareholders") at 95% of their net asset value (that is, 95% of the value of
the Fund's assets minus its liabilities, divided by the number of outstanding
Shares). The offer to purchase Shares (the "Offer") will remain open until 5:00
p.m., Eastern Time, on Wednesday, December 31, 2003, unless the Offer is
extended.

The Fund has commenced this tender offer pursuant to Shareholder
approval of the proposed management plan (the "Management Plan") of the Fund's
Board of Directors (the "Directors" or "Board of Directors" as the context
requires) at a Special Meeting of Shareholders held on September 16, 2003 (the
"Special Meeting"). As part of the Management Plan, it was contemplated that the
Fund would conduct a tender offer as soon as practicable after the Special
Meeting.

The net asset value of Shares will be calculated for this purpose on
December 31, 2003 (the "Valuation Date"). The net asset value as of the
Valuation Date will be derived from unaudited financial statements. The audit of
the Fund's financials, as of October 31, 2003, however, is expected to be
completed prior to the expiration of the Offer. The Fund's unaudited net asset
value as of October 31, 2003 was $8.48 per Share (rounded to the nearest
hundredth). As of November 17, 2003, the Fund's unaudited net asset value was
$8.47 per Share (rounded to the nearest hundredth). 95% of this net asset value
would amount to $8.05 per Share (rounded to the nearest hundredth). As of the
close of trading on November 17, 2003, the market price of the Fund's shares on
the New York Stock Exchange (the "NYSE") was $7.91 per Share. The Fund reserves
the right to adjust the Valuation Date to correspond with any extension of the
Offer.

Shareholders may tender all or a portion of their Shares. If a
Shareholder tenders Shares, subject to any extension of the Offer, the Fund will
pay the Shareholder in cash no later than January 10, 2004, 95% of the unaudited
net asset value of the Shareholder's Shares tendered and accepted by the Fund
based on the Fund's calculation of its net asset value as of December 31, 2003.
The Fund will make payment for Shares it purchases from one or more of the
following sources: cash on hand or the proceeds from the sale of liquid
portfolio securities held by the Fund.

If more than 4,038,150 Shares (25% of outstanding Shares) are duly
tendered to the Fund prior to the Expiration Date (defined below) and not
withdrawn, the Fund will, in its sole discretion, accept Shares tendered on or
before the Expiration Date for payment on a PRO RATA basis based on the
aggregate amount of tendered Shares. Pursuant to Rule 13e-4(f)(3)(i) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Fund
reserves the right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 Shares ("odd lots") and
who tender all their Shares, before prorating Shares tendered by others. All
Share certificates tendered and not purchased by the Fund pursuant to the Offer
because of such pro-ration will be returned to the tendering Shareholders at the
Fund's expense as soon as practicable after the Expiration Date (or, in the case
of Shares tendered by book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility (defined below). The Fund does not intend to accept
additional Shares in accordance with the terms of Rule 13e-4(f)(1)(ii) under the
Exchange Act. The Offer may be extended, amended or canceled in various other
circumstances.

Following this summary is a formal notice of the Fund's offer to
purchase Shares. The Offer remains open to Shareholders until 5:00 p.m., Eastern
Time, on Wednesday, December 31, 2003, the expected expiration date of the
Offer. Until that time, Shareholders have the right to change their minds and
withdraw the tenders of their Shares. Shareholders will also have the right to
withdraw tenders of their Shares at any time after Friday, January 23, 2004,
assuming their Shares have not yet been accepted for purchase by the Fund.

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The net asset value of Shares can change between the date of this
filing and December 31, 2003, the date as of which the value of Shares will be
determined for purposes of calculating the purchase price for Shares. The Fund
publishes the net asset value of Shares on a daily basis on its web site. For
current net asset value information you may (i) visit the Fund's web site at
http://www.mvccapital.com or (ii) call EquiServe Trust Company, N.A. (the
"Information Agent") toll free at (800) 426-5523, Monday through Friday, except
holidays, during normal business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).
The audit of the Fund's financial statements is not expected to be completed
until on or about December 23, 2003. Therefore, prior to the completion of the
audit, any publication of the Fund's net asset value as of October 31, 2003
would be based on unaudited financials.

In addition, the Board of Directors has engaged Houlihan Lokey Howard
& Zukin Financial Advisors ("Houlihan Lokey"), financial advisors independent of
the Fund, to render one or more written reports (collectively, the "Report")
regarding the reasonableness of the Fund's net asset value as determined by the
Board of Directors as of October 31, 2003 and as to be determined by the Board
of Directors as of December 31, 2003. No limitations were imposed by the Board
of Directors with respect to the investigations to be made or the procedures to
be followed by Houlihan Lokey in connection with said Report. On or about
December 15, 2003, Houlihan Lokey is expected to provide a Report regarding the
reasonableness of the Fund's net asset value as determined by the Board of
Directors as of October 31, 2003, the Fund's fiscal year end, and is expected to
provide an update or an additional Report on or about December 31, 2003.
Houlihan Lokey has not been engaged to render an opinion regarding the fairness
of the Offer to the Shareholders or any other person. Further, any Report
rendered by Houlihan Lokey will not constitute a recommendation to the Board of
Directors regarding the Offer or the underlying merits of the Offer, or a
recommendation to any Shareholder of the Fund as to whether any Shareholder
should tender any Shares pursuant to the Offer. Shareholders may withdraw any
Shares tendered up until 5:00 p.m., Eastern Time, on the Valuation Date or until
such later date if the tendered Shares are not accepted for payment by the Fund.
(Forms for withdrawals of tenders are available by calling the Depositary at
(800) 426-5523. Withdrawals may be made by either sending the proper form by
mail or fax to the Depositary using the address and fax number provided on the
last page of the Offer.)

Shareholders having Shares that are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee should contact
such firm if they desire to tender their Shares. For a Shareholder validly to
tender Shares pursuant to the Offer, one of the following two procedures must be
followed:

(a)(i) a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees, and any other
documents required by the Letter of Transmittal, must be transmitted to and
received by EquiServe Trust Company, N.A. (the "Depositary"), at one of its
addresses set forth on the last page of the Offer to Purchase, and (ii)
either the certificate for Shares must be transmitted to and received by
the Depositary at the address set forth on the last page of the Offer to
Purchase or the tendering Shareholder must comply with the Book-Entry
Delivery Procedure set forth below; or

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(b) Shareholders must comply with the Guaranteed Delivery
Procedure also set forth below, in all cases prior to the Expiration Date.

Signatures on Letters of Transmittal must be guaranteed by a member
firm of a registered national securities exchange or of the National Association
of Securities Dealers, Inc., or by a commercial bank or trust company having an
office, branch or agency in the U.S. (each, an "Eligible Institution") unless:
(a) the Letter of Transmittal is signed by the registered holder of the Shares
tendered, including those Shareholders who are participants in the Book-Entry
Transfer Facility and whose name appears on a security position listing as the
owner of the Shares, but excluding those registered Shareholders who have
completed either the "Special Payment Instructions" box or the "Special Delivery
Instructions" box on the Letter of Transmittal; or (b) such Shares are tendered
for the account of an Eligible Institution. In all other cases, all signatures
on the Letter of Transmittal must be guaranteed by an Eligible Institution.

Payment for Shares tendered and accepted for payment pursuant to the
Offer will be made, in all cases, only after timely receipt of: (a) certificates
for such Shares by the Depositary or book-entry confirmation of delivery of such
Shares to the account of the Depositary; (b) a properly completed and duly
executed Letter of Transmittal for such Shares; and (c) any other documents
required by the Letter of Transmittal. The tender of Shares pursuant to any of
the procedures described will constitute an agreement between the tendering
Shareholder and the Fund upon the terms and subject to the conditions of the
Offer.

The method of delivery of all required documents is at the election
and risk of each tendering Shareholder. All required documents must be received
by the Depositary before 5:00 p.m., Eastern Time, on Wednesday, December 31,
2003. If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended.

BOOK-ENTRY DELIVERY PROCEDURE. The Depositary will establish an
account with respect to the Shares at the Depository Trust Company (the
"Book-Entry Transfer Facility") for purposes of the Offer within two business
days after the date of this Offer. Any financial institution that is a
participant in any of the Book-Entry Transfer Facility's systems may make
delivery of tendered Shares by: (a) causing such Book-Entry Transfer Facility to
transfer such Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer; and (b) causing a
confirmation of receipt of such delivery to be received by the Depositary (the
"Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may charge
the account of such financial institution for tendering Shares on behalf of
Shareholders. Notwithstanding that delivery of Shares may be properly effected
in accordance with this Book-Entry Delivery Procedure, the Letter of
Transmittal, with signature guarantee, if required, and all other documents
required by the Letter of Transmittal must be transmitted to and received by the
Depositary at the appropriate address set forth on the last page of the Offer
before the Expiration Date, or the tendering Shareholder must comply with the
Guaranteed Delivery Procedure set forth below. Delivery of documents to the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary for
purposes of this Offer.

GUARANTEED DELIVERY PROCEDURE. If certificates for Shares are not
immediately available or time will not permit the Letter of Transmittal and

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other required documents to reach the Depositary on or prior to the Expiration
Date, Shares may be properly tendered provided that: (a) such tenders are made
by or through an Eligible Institution; and (b) the Depositary receives, on or
prior to the Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Fund (delivered by
hand, mail, telegram or facsimile transmission); and (c) the certificates for
all tendered Shares, or confirmation of the delivery of Shares delivered into
the Depositary's account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer, together with a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal are received by the Depositary within three (3) business days after
the Expiration Date.

If any tendered Shares are not accepted for payment pursuant to the
terms and conditions of the Offer for any reason, or are not paid because of an
invalid tender, or if certificates are submitted for more Shares than are
tendered: (a) certificates for such unpurchased Shares will be returned, without
expense to the tendering Shareholder, as soon as practicable following
expiration or termination of the Offer; and (b) Shares delivered pursuant to the
Book-Entry Delivery Procedure will be credited to the appropriate account
maintained within the Book-Entry Transfer Facility.

Please note that just as each Shareholder has the right to withdraw
the tender of Shares, the Fund has the right to cancel, amend or postpone this
Offer at any time up to and including the acceptance of tenders pursuant to the
Offer.

Questions, requests for assistance and requests for additional copies
of the Offer to Purchase and the Letter of Transmittal may be directed to the
Information Agent, in the manner set forth on the last page of the Offer to
Purchase.

ITEM 2. ISSUER INFORMATION.

(a) The name of the issuer is meVC Draper Fisher Jurvetson Fund I,
Inc. The Fund is a closed-end investment company which has elected to be treated
as a business development company under the Investment Company Act of 1940, as
amended (the "1940 Act"). The Fund is organized as a Delaware corporation and
the Fund's Shares are listed on the New York Stock Exchange under the symbol
"MVC". The principal executive office of the Fund is located at 10 Rockefeller
Plaza, New York, NY 10020 and it may be reached at (212) 687-8080.

(b) The title of the securities that are the subject of the Offer is
common stock, par value $.01 per Share. As of the close of business on November
17, 2003 the net asset value per Share of the Fund was $8.47 (rounded to the
nearest hundredth); 95% of the net asset value per Share was $8.05 (rounded to
the nearest hundredth). Subject to the conditions set forth in the Offer, the
Fund will purchase up to 4,038,150 Shares (25% of outstanding Shares) that are
tendered by 5:00 p.m., Eastern Time, on Wednesday, December 31, 2003, and not
withdrawn as described in ITEM 1, subject to any extension of the Offer.

(c) Shares are traded on the NYSE under the symbol "MVC". As of the
close of trading on November 17, 2003, the market price per Share was $7.91.

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The range of high and low prices for Shares for each quarter during
the past two fiscal years were:

FISCAL QUARTER ENDED HIGH PRICE LOW PRICE NET ASSET VALUE

January 31, 2002 $10.06 $ 9.22 $14.06
April 30 2002 $10.06 $ 8.80 $13.62
July 31, 2002 $ 9.50 $ 7.50 $12.39
October 31, 2002 $ 8.05 $ 7.25 $11.84

January 31, 2003 $ 8.60 $ 7.90 $10.06
April 30, 2003 $ 8.68 $ 7.85 $ 9.65
July 31, 2003 $ 8.48 $ 7.89 $ 8.77
October 31, 2003 $ 8.36 $ 7.92 $ 8.48

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a) The name of the filing person is meVC Draper Fisher Jurvetson Fund
I, Inc. The Fund's principal executive office is located at 10 Rockefeller
Plaza, New York, NY 10020 and it may be reached at (212) 687-8080. Michael
Tokarz, a member of the Fund's Board of Directors, serves as the Chairman and is
the most senior executive officer of the Fund. The remaining Directors are
Emilio Dominianni, Terry Feeney, Gerald Hellerman, George W. Karpus, Robert C.
Knapp and Bruce W. Shewmaker. Their address is c/o meVC Draper Fisher Jurvetson
Fund, Inc., 10 Rockefeller Plaza, New York, NY 10020.

ITEM 4. TERMS OF THIS TENDER OFFER.

(a) (1) (i) Subject to the conditions set forth in the Offer, the Fund
will purchase up to 4,038,150 Shares (25% of outstanding Shares) tendered by
Shareholders and not withdrawn as described in ITEM 1. The initial expiration
date of the Offer is 5:00 p.m., Eastern Time, on Wednesday, December 31, 2003
(such time and date, the "Initial Expiration Date"), subject to any extension of
the Offer. The later of the Initial Expiration Date or the latest time and date
to which the Offer is extended is called the "Expiration Date."

(ii) The purchase price of each Share tendered to the Fund for
purchase will be 95% of the net asset value per Share as of the Valuation Date
if the Offer expires on the Initial Expiration Date, and otherwise 95% of the
net asset value per Share as of the close of business on any later date as
corresponds to the terms of any extension of the Offer. The Fund reserves the
right to adjust the Valuation Date to correspond with any extension of the
Offer.

A Shareholder that tenders for repurchase all or a portion of
its Shares will receive cash in an aggregate amount equal to 95% of the
estimated unaudited net asset value of Shares tendered and accepted for purchase
by the Fund, determined as of the Valuation Date, payable within ten calendar
days after the Valuation Date.

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(iii) The scheduled expiration date of the Offer is 5:00 p.m.,
Eastern Time, Wednesday, December 31, 2003.

(iv) Not applicable.

(v) The Fund reserves the right, at any time and from time to
time, to extend the period of time during which the Offer is pending by
notifying Shareholders of such extension. The purchase price of Shares tendered
by any Shareholder will be 95% of the net asset value thereof as of the close of
business on December 31, 2003, if the Offer expires on the Initial Expiration
Date, and otherwise the net asset value thereof as of the close of business on
any later date as corresponds to the terms of any extension of the Offer. During
any such extension, all Shares previously tendered and not withdrawn will remain
subject to the Offer. The Fund also reserves the right, at any time and from
time to time, up to and including acceptance of tenders pursuant to the Offer
to: (a) cancel the Offer in the circumstances set forth in Section 7 of the
Offer and in the event of such cancellation, not to purchase or pay for any
Shares tendered pursuant to the Offer; (b) amend the Offer; and (c) postpone the
acceptance of Shares. If the Fund determines to amend the Offer or to postpone
the acceptance of Shares tendered, it will, to the extent necessary, extend the
period of time during which the Offer is open as provided above and will
promptly notify Shareholders.

(vi) A tender of Shares may be withdrawn at any time before
5:00 p.m., Eastern Time, Wednesday, December 31, 2003 and, if such Shares have
not then been accepted for purchase by the Fund, at any time after Friday,
January 23, 2004.

(vii) Shareholders having Shares that are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee should
contact such firm if they desire to tender their Shares. For a Shareholder
validly to tender Shares pursuant to the Offer, one of the following two
procedures must be followed:

(a)(i) a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees, and any other
documents required by the Letter of Transmittal, must be transmitted to and
received by the Depositary, at one of its addresses set forth on the last page
of the Offer to Purchase, and (ii) either the certificate for Shares must be
transmitted to and received by the Depositary at the address set forth on the
last page of the Offer to Purchase or the tendering Shareholder must comply with
the Book-Entry Delivery Procedure; or

(b) Shareholders must comply with the Guaranteed Delivery
Procedure also set forth below, in all cases prior to the Expiration Date.

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position listing as the owner of the Shares, but excluding those registered
Shareholders who have completed either the "Special Payment Instructions" box or
the "Special Delivery Instructions" box on the Letter of Transmittal; or (b)
such Shares are tendered for the account of an Eligible Institution. In all
other cases, all signatures on the Letter of Transmittal must be guaranteed by
an Eligible Institution.

Payment for Shares tendered and accepted for payment pursuant
to the Offer will be made, in all cases, only after timely receipt of: (a)
certificates for such Shares by the Depositary or book-entry confirmation of
delivery of such Shares to the account of the Depositary; (b) a properly
completed and duly executed Letter of Transmittal for such Shares; and (c) any
other documents required by the Letter of Transmittal. The tender of Shares
pursuant to any of the procedures described will constitute an agreement between
the tendering Shareholder and the Fund upon the terms and subject to the
conditions of the Offer.

The method of delivery of all required documents is at the
election and risk of each tendering Shareholder. All required documents must be
received by the Depositary before 5:00 p.m., Eastern Time, on Wednesday,
December 31, 2003. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended.

BOOK-ENTRY DELIVERY PROCEDURE. The Depositary will establish
an account with respect to the Shares at the Depository Trust Company (the
"Book-Entry Transfer Facility") for purposes of the Offer within two business
days after the date of this Offer. Any financial institution that is a
participant in any of the Book-Entry Transfer Facility's systems may make
delivery of tendered Shares by: (a) causing the Book-Entry Transfer Facility to
transfer such Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer; and (b) causing a
confirmation of receipt of such delivery to be received by the Depositary (the
"Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may charge
the account of such financial institution for tendering Shares on behalf of
Shareholders. Notwithstanding that delivery of Shares may be properly effected
in accordance with this Book-Entry Delivery Procedure, the Letter of
Transmittal, with signature guarantee, if required, and all other documents
required by the Letter of Transmittal must be transmitted to and received by the
Depositary at the appropriate address set forth on the last page of the Offer
before the Expiration Date, or the tendering Shareholder must comply with the
Guaranteed Delivery Procedure set forth below. Delivery of documents to the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary for
purposes of this Offer.

GUARANTEED DELIVERY PROCEDURE. If certificates for Shares are
not immediately available or time will not permit the Letter of Transmittal and
other required documents to reach the Depositary on or prior to the Expiration
Date, Shares may be properly tendered provided that: (a) such tenders are made
by or through an Eligible Institution; and (b) the Depositary receives, on or
prior to the Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Fund (delivered by
hand, mail, telegram or facsimile transmission); and (c) the certificates for
all tendered Shares, or confirmation of the delivery of Shares delivered into
the Depositary's account in accordance with the Book-Entry Transfer Facility's

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procedure for such transfer, together with a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal are received by the Depositary within three (3) business days after
the Expiration Date.

If any tendered Shares are not accepted for payment pursuant
to the terms and conditions of the Offer for any reason, or are not paid because
of an invalid tender, or if certificates are submitted for more Shares than are
tendered: (a) certificates for such unpurchased Shares will be returned, without
expense to the tendering Shareholder, as soon as practicable following
expiration or termination of the Offer; and (b) Shares delivered pursuant to the
Book-Entry Delivery Procedure will be credited to the appropriate account
maintained within the Book-Entry Transfer Facility.

Any Shareholder tendering Shares pursuant to the Offer may
withdraw its tender as described in (vi) above. To be effective, any notice of
withdrawal must be timely received by the Depositary at the address or at one of
the fax numbers set forth on the last page of the Offer. A form to use to give
notice of withdrawal of a tender is available by calling the Depositary at the
telephone numbers set forth on the last page of the Offer. A tender of Shares
properly withdrawn will not thereafter be deemed to be tendered for purposes of
the Offer. However, subsequent to the withdrawal of tendered Shares, Shares may
be tendered again prior to the Expiration Date by following the procedures
described above.

(viii) For purposes of the Offer, the Fund will be deemed to
have accepted (and thereby purchased) Shares that are tendered when it gives
written notice to the tendering Shareholder of its election to purchase such
Shareholder's Shares.

(ix) If more than 4,038,150 Shares (25% of outstanding Shares)
are duly tendered to the Fund prior to the Expiration Date and not withdrawn,
the Fund will, in its sole discretion, accept Shares tendered on or before the
Expiration Date for payment on a PRO RATA basis based on the aggregate amount of
tendered Shares. Pursuant to Rule 13e-4(f)(3)(i) under the Exchange Act, the
Fund reserves the right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 Shares ("odd lots") and
who tender all their Shares, before prorating Shares tendered by others. All
Share certificates tendered and not purchased by the Fund pursuant to the Offer
because of such pro-ration will be returned to the tendering Shareholders at the
Fund's expense as soon as practicable after the Expiration Date (or, in the case
of Shares tendered by book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility, pursuant to the procedure set forth herein). The
Fund does not intend to accept additional Shares in accordance with the terms of
Rule 13e-4(f)(1)(ii) under the Securities and Exchange Act of 1934, as amended.
The Offer may be extended, amended or canceled in various other circumstances
described in (v) above.

(x) The purchase of Shares pursuant to the Offer will have the
effect of increasing the proportion of the Fund owned by Shareholders that do
not tender Shares. Shareholders that retain their Shares may be subject to
increased risks that may possibly result from the reduction in the Fund's
aggregate assets resulting from payment for Shares tendered. These risks include
the potential for greater volatility due to decreased diversification. A
reduction in the aggregate assets of the Fund may result in Shareholders that do
not tender Shares bearing higher costs to the extent that certain expenses borne
by the Fund are relatively fixed and may not decrease if assets decline.

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The Fund's purchase of tendered Shares at a price that is less
than the net asset value of those Shares will have the effect of increasing the
net asset value of Shares that remain outstanding after completion of the Offer.
As a result, it is anticipated that Shareholders who do not tender their Shares
may benefit from the Offer. Because the Fund will purchase tendered Shares at a
price that is equal to 95% of net asset value (determined as of December 31,
2003), this will have the effect of increasing the net asset value of Shares
held by non-tendering Shareholders by 1.67%, assuming that 25% of the Shares are
tendered by Shareholders and purchased by the Fund. Additionally, Shareholders
that retain their Shares also could have the opportunity to benefit from certain
realized and unrealized capital losses generated by the Fund. As of October 31,
2003, there were approximately $4,220,380 in realized capital losses (during the
most recent fiscal year), and $122,443,907 in unrealized capital losses, and
certain of those losses can be utilized to offset future realized capital gains,
which, in turn, could enhance the net returns (I.E. after taxes) of the Fund and
Shareholders.

(xi) Not applicable.

(xii) The following discussion is a general summary of the
U.S. federal income tax consequences of a tender of Shares pursuant to the Offer
based on the Internal Revenue Code of 1986, as amended (the "Code"), judicial
decisions, Treasury Regulations and rulings in existence on the date hereof, all
of which are subject to change. Each Shareholder should consult the
Shareholder's tax advisor for a full understanding of the tax consequences of
such a tender, including potential state, local and foreign taxation by
jurisdictions of which the Shareholder is a citizen, resident or domiciliary. As
used herein, a "U.S. Shareholder" means a Shareholder that is: (i) a citizen or
resident of the U.S., (ii) a corporation or partnership created or organized in
the United States or under the law of the United States or any state, (iii) a
trust where (a) a U.S. court is able to exercise primary supervision over the
administration of the trust and (b) one or more U.S. persons have the authority
to control all substantial decisions of the trust or (iv) an estate which is
subject to U.S. tax on its worldwide income from all sources. A "Non-U.S.
Shareholder" is a Shareholder that is not a U.S. Shareholder.

U.S. SHAREHOLDERS. The tender of Shares pursuant to the Offer
will be a taxable transaction for federal income tax purposes, either as a "sale
or exchange" or, under certain circumstances, as a "dividend." Under Section
302(b) of the Code, a tender of Shares pursuant to the Offer generally will be
treated as a sale or exchange if the receipt of cash or other property by the
Shareholder: (a) results in a "complete redemption" of the Shareholder's
interest in the Fund, (b) is "substantially disproportionate" with respect to
the Shareholder or (c) is "not essentially equivalent to a dividend" with
respect to the Shareholder. In determining whether any of these tests has been
met, Shares actually owned, as well as Shares considered to be owned by the
Shareholder by reason of certain constructive ownership rules set forth in
Section 318 of the Code, generally must be taken into account. If any of these
three tests for sale or exchange treatment is met, a Shareholder will recognize
gain or loss equal to the difference between the value of the cash or other
property received by the Shareholder pursuant to the Offer and the tax basis of
the Shares sold. If such Shares are held as a capital asset, the gain or loss
will be a capital gain or loss. The maximum tax rate applicable to net capital

-10-

gains recognized by individuals and other non-corporate taxpayers is (i) the
same as the maximum ordinary income rate for capital assets held for one year or
less (currently, 35%) or (ii) 15% for capital assets held for more than one
year. Currently, the maximum long-term capital gains rate for corporations is
35%. A Shareholder who receives securities upon tendering its Shares will have a
tax basis in such securities equal to their fair market value on the date of the
exchange.

Any loss realized on a tender of Shares will be disallowed to
the extent the Shares disposed of are replaced with substantially identical
Shares within a period beginning 30 days before and ending 30 days after the
disposition of the Shares. In such a case, the basis of the Shares acquired will
be adjusted to reflect the disallowed loss. Any loss arising from the tender of
Shares held for six months or less will be treated for U.S. federal income tax
purposes as a long-term capital loss to the extent of any amount of capital gain
dividends received by the Shareholder with respect to such Shares. For purposes
of determining whether Shares in the Fund have been held for six months or less,
a Shareholder's holding period is suspended for any periods during which the
Shareholder's risk of loss is diminished as a result of holding one or more
other positions in substantially similar or related property or through certain
options or short sales.

If none of the tests set forth in Section 302(b) of the Code
is met, amounts received by a Shareholder who sells Shares pursuant to the Offer
will be taxable to the Shareholder as a "dividend" to the extent of such
Shareholder's allocable share of the Fund's current or accumulated earnings and
profits. The excess of such amounts received over the portion that is taxable as
a dividend would constitute a non-taxable return of capital (to the extent of
the Shareholder's tax basis in the Shares sold pursuant to the Offer). Any
amounts in excess of the Shareholder's tax basis would constitute taxable gain.
Thus, a Shareholder's tax basis in the Shares sold will not reduce the amount of
the dividend. Any remaining tax basis in the Shares tendered to the Fund will be
transferred to any remaining Shares held by such Shareholder. In addition, if a
tender of Shares is treated as a dividend to a tendering Shareholder, a
constructive dividend under Section 305(c) of the Code may result to a
non-tendering Shareholder whose proportionate interest in the earnings and
assets of the Fund has been increased by such tender.

The Depositary may be required to withhold 28% of the gross
proceeds paid to a U.S. Shareholder or other payee pursuant to the Offer if such
Shareholder fails to certify on IRS Form W-9 or other applicable form either
that the Taxpayer Identification Number furnished to the Fund is correct or that
such Shareholder has not received notice from the Internal Revenue Service of
being subject to backup withholding. A copy of IRS Form W-9 is included with the
materials accompanying the Offer.

NON-U.S. SHAREHOLDERS. The U.S. federal income taxation of a
Non-U.S. Shareholder on a tender of Shares pursuant to the Offer depends on
whether this transaction is "effectively connected" with a trade or business
carried on in the U.S. by the Non-U.S. Shareholder as well as the tax
characterization of the transaction as either a sale of the Shares or a
distribution by the Fund, as discussed above for U.S. Shareholders. If the
tender of Shares pursuant to the Offer is not so effectively connected and if it
is treated as a sale or exchange, any gain realized by a Non-U.S. Shareholder
upon the tender of Shares pursuant to the Offer will not be subject to U.S.
federal income tax or to any U.S. tax withholding. If, however, the tender of
Shares is treated as a distribution by the Fund instead of a sale or exchange,
the cash or other property received by a tendering Non-U.S. Shareholder will be

-11-

treated for U.S. tax purposes as a distribution by the Fund, with the cash or
other property then being characterized in the same manner as described above
for U.S. Shareholders. In such an event, the portion of the distribution treated
as a dividend to the Non-U.S. Shareholder would be subject to a U.S. withholding
tax at the rate of 30% (or such lower rate as may be applicable under a tax
treaty) if the dividend is not effectively connected with the conduct of a trade
or business in the United States by the Non-U.S. Shareholder. If the amount
realized on the tender of Shares by a Non-U.S. Shareholder is so effectively
connected, regardless of whether the tender is characterized as a sale or
exchange or as giving rise to a distribution from the Fund for U.S. federal
income tax purposes, the transaction will be treated and taxed in the same
manner as if the Shares involved were tendered by a U.S. Shareholder.

Non-U.S. Shareholders should provide the Depositary with a
completed Form W-8BEN (or, if appropriate, Form W-8IMY, Form W-8ECI or other
applicable form) in order to avoid 28% backup withholding on the cash or other
property they receive from the Fund regardless of how they are taxed with
respect to their tender of the Shares involved.

(b) None of the Directors, other than Mr. Karpus, is expected to
tender his Shares pursuant to the Offer. It is the Fund's current understanding
that the Shares beneficially owned by Mr. Karpus may be tendered pursuant to the
terms of the Offer.

ITEM 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND
AGREEMENTS WITH RESPECT TO THE ISSUER'S SECURITIES.

The Fund is not aware of any contract, arrangement, understanding or
relationship relating, directly or indirectly, to this Offer (whether or not
legally enforceable) between: (i) the Fund and any Director, executive officer
or any person controlling the Fund; and (ii) any person, with respect to Shares.

ITEM 6. PURPOSES OF THIS TENDER OFFER AND PLANS OR PROPOSALS OF
THE ISSUER OR AFFILIATE.

(a) The purpose of the Offer is to effectuate the Management Plan,
which was approved by Shareholders at the Special Meeting. In addition, the Fund
expects that the tendering of Shares by Shareholders could decrease the amount
the market price of Shares is discounted relative to the net asset value per
Share of the Fund. It is the understanding of the Board of Directors that, in
general, closed-end funds which conduct tender offers are traded at less of a
discount than closed-end funds which do not.

(b) Shares that are tendered to the Fund in connection with the Offer
will be held in treasury.

(c) None of the Fund, its executive officers or Directors has any
plans, proposals or negotiations that relate to or would result in: (1) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund; (2) any purchase, sale or transfer of a material amount of
assets of the Fund (other than as the Board of Directors determines may be
necessary or appropriate to fund all or a portion of the purchase price for
Shares to be acquired pursuant to the Offer or in connection with the ordinary
portfolio transactions of the Fund); (3) any material change in the present
distribution policy or indebtedness or capitalization of the Fund; (4) any

-12-

change in the management of the Fund including, but not limited to, any plans or
proposals to change any material term of the portfolio management arrangements
with Mr. Tokarz; (5) any other material change in the Fund's structure or
business, including any plans or proposals to cease to be a business development
company for which a vote would be required by Section 58 of the 1940 Act; (6)
any class of securities of the Fund to be delisted from a national exchange or
cease to be authorized to be quoted in an automated quotations system operated
by a national securities association; (7) any class of securities of the Fund
becoming eligible for termination of registration under Section 12(g)(4) of the
1934 Act; (8) the suspension of the Fund's obligation to file reports under
Section 15(d) of the 1934 Act; (9) the acquisition by any person of additional
securities of the Fund, or the disposition of securities of the Fund; or (10)
any changes in the Fund's charter, bylaws or other governing instruments or
other actions that could impede the acquisition of control of the Fund.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a) The Fund expects that the purchase price for Shares acquired
pursuant to the Offer will be derived from one or more of the following sources:
(i) cash on hand; and (ii) the proceeds from the sale or delivery of securities
and portfolio assets held by the Fund.

(b) The Fund, its executive officers and Directors have determined not
to borrow funds to purchase Shares tendered in connection with the Offer.

ITEM 8. SHARES IN SECURITIES OF THE ISSUER.

As of November 17, 2003, the Directors and Officers of the Fund as a
group beneficially owned 1.6% of the outstanding Shares. The following table
details the beneficial ownership of Shares by each Director and Officer.

DIRECTOR/OFFICER AMOUNT OF SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OF FUND HELD
OWNED
DIRECTORS

Robert C. Knapp 0 0*

Terry Feeney 0 0*

George W. Karpus 6,000 Less than 1%**

Emilio A. Dominianni 1,000 Less than 1%

-13-

DIRECTOR/OFFICER AMOUNT OF SHARES PERCENTAGE
NAME AND ADDRESS BENEFICIALLY OF FUND HELD
OWNED

Bruce W. Shewmaker 1,000 Less than 1%

Gerald Hellerman 1,000 Less than 1%

OFFICER AND DIRECTOR

Michael Tokarz 255,000 1.6%

* Mssrs. Knapp and Feeney are Managing Director and Vice Chairman/Chief
Operating Officer, respectively, of Millennium Partners, L.P. The general
partner of Millennium Partners, L.P., Millennium USA, L.P. and Millenco, L.P. is
Millennium Management, LLC. Millennium USA, L.P., Millennium International, Ltd.
and Millennium Global Estate, L.P. are funds that are limited partners of
Millennium Partners, L.P., each of which holds 444,771 Shares, 334,729 Shares,
and 145,700 Shares, respectively. In addition, Millenco, L.P. holds 196,700
Shares. Mssrs. Knapp and Feeney disclaim all beneficial ownership in these
Shares.

** Represented by 6,000 Shares held directly by Mr. Karpus. Does not include (a)
714,806 Shares held by clients of Karpus Investment Management and (b) 4,500
Shares held by the Karpus Investment Management Profit Sharing Plan since Mr.
Karpus does not have or share voting power or investment power over such Shares.

(a) There have been no transactions involving Shares that were
effected during the past 60 days by the Fund, any Director or executive officer
or any person controlling the Fund.

ITEM 9. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

The Fund will not pay to any broker or dealer, commercial bank, trust
company or other person any solicitation fee for any Shares purchased pursuant
to the Offer. The Fund will reimburse such persons for customary handling and
mailing expenses incurred in forwarding the Offer. No such broker, dealer,
commercial bank, trust company or other person has been authorized to act as
agent of the Fund or the Depositary for purposes of the Offer.

The Fund has retained EquiServe Trust Company, N.A. to act as
Depositary and Information Agent. EquiServe Trust Company, N.A will receive
reasonable and customary compensation for its service as Depositary and
Information Agent and will also be reimbursed for certain expenses associated
with the Offer.

ITEM 10. FINANCIAL STATEMENTS.

(a) (1) Reference is made to the following audited financial
statements of the Fund, which the Fund has prepared and furnished to
Shareholders and filed with the Securities and Exchange Commission pursuant to
Rule 15d-l under the 1934 Act, and which are incorporated by reference in their
entirety for the purpose of filing this Schedule TO:

Audited financial statements for the fiscal year ended October 31,
2002, previously filed on EDGAR on Form 10-K on January 27, 2003.

-14-

Audited financial statements for the fiscal year ended October 31,
2001, previously filed on EDGAR on Form 10-K on December 18, 2002.

(2) Reference is made to the following unaudited financial
statements of the Fund which are incorporated by reference in their entirety of
the purpose of filing this Schedule TO:

Unaudited financial statements for the quarter ended July 31, 2003,
previously filed on EDGAR on Form 10-Q on September 12, 2003.

(3) Not applicable.

(4) The net asset value per Share as of July 31, 2003, the date
of the most recent balance sheet presented, is $8.77.

(b) Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

(a) (1) None.

(2) None.

(3) Not applicable.

(4) Not applicable.

(5) None.

(b) None.

ITEM 12. EXHIBITS.

Reference is hereby made to the following exhibits which collectively
constitute the Offer to Shareholders and is incorporated herein by reference:

(a)(1) Offer to Purchase, dated November 26, 2003

(a)(2) Form of Letter of Transmittal

(a)(3) Form of Notice of Guaranteed Delivery

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees

(a)(5) Form of Letter to Clients of Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees

-15-

(a)(6) Form of Letter to Shareholders

(a)(7) Press release issued by the Fund dated November 26, 2003

(a)(8) Text of letter to Shareholders dated November 26, 2003 from
Michael Tokarz, Chairman and Director

(a)(9) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9

-16-

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

MEVC DRAPER FISHER JURVETSON FUND I, INC.

By: /s/ Michael Tokarz
---------------------------------
Name: Michael Tokarz
Title: Director and Chairman

November 26, 2003

-17-

EXHIBIT INDEX

EXHIBIT

(a)(1) Offer to Purchase, dated November 26, 2003

(a)(2) Form of Letter of Transmittal

(a)(3) Form of Notice of Guaranteed Delivery

(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees

(a)(5) Form of Letter to Clients of Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees

(a)(6) Form of Letter to Shareholders

(a)(7) Press release issued by the Fund dated November 26, 2003

(a)(8) Text of letter to Shareholders dated November 26, 2003 from Michael
Tokarz, Chairman and Director

(a)(9) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9

Exhibit 99.1

Offer to Purchase

meVC DRAPER FISHER JURVETSON FUND I, INC.
10 Rockefeller Plaza, New York, NY 10020

OFFER TO PURCHASE UP TO 4,038,150 SHARES OF
COMMON STOCK AT 95% NET ASSET VALUE
DATED NOVEMBER 26, 2003

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., EASTERN TIME, WEDNESDAY, DECEMBER 31, 2003,
UNLESS THE OFFER IS EXTENDED

To the Shareholders of
MEVC DRAPER FISHER JURVETSON FUND I, INC.:

meVC Draper Fisher Jurvetson Fund I, Inc., a closed-end investment
company organized as a Delaware corporation (the "Fund"), is offering to
purchase for cash on the terms and conditions set forth in this offer and the
related Letter of Transmittal (which together constitute the "Offer") 4,038,150
shares (25% of outstanding shares) of common stock of the Fund ("Share" or
"Shares" as the context requires) from shareholders of the Fund ("Shareholders")
at a price equal to 95% of their net asset value (that is, 95% of the value of
the Fund's assets minus its liabilities, divided by the number of outstanding
Shares) as of December 31, 2003, if the Offer expires on that day. If the Fund
elects to extend the tender period, for the purpose of determining the purchase
price for tendered Shares, the net asset value of such Shares will be determined
at the close of business on any later date as corresponds to the terms of any
extension of the Offer. This Offer is being made to all Shareholders and is not
conditioned on any minimum amount of Shares being tendered, but is subject to
certain conditions described below. Shares are traded on the New York Stock
Exchange under the symbol "MVC".

Shareholders should realize that the value of Shares tendered in this
Offer will likely change between the date of this Offer and December 31, 2003,
when the value of Shares tendered to the Fund will be determined for purposes of
calculating the purchase price of such Shares. Any tendering Shareholders that
wish to obtain the estimated net asset value of their Shares should (i) visit
the Fund's web site at http://www.mvccapital.com or (ii) contact the Fund's
Information Agent, EquiServe Trust Company, N.A., at the telephone numbers or
address set forth below, Monday through Friday, except holidays, during normal
business hours of 9:00 a.m. to 5:00 p.m. (Eastern Time).

Shareholders desiring to tender all or any portion of their Shares in
accordance with the terms of the Offer should follow the procedures set forth in
Section 4 below.

IMPORTANT

None of the Fund, its executive officers or its Board of Directors
makes any recommendation to any Shareholder as to whether to tender or refrain
from tendering Shares. Shareholders must make their own decisions whether to
tender Shares, and, if they choose to do so, the portion of their Shares to
tender.

Because each Shareholder's investment decision is a personal one,
based on its own financial circumstances, no person has been authorized to make
any recommendation on behalf of the Fund as to whether Shareholders should
tender Shares pursuant to the Offer. No person has been authorized to give any
information or to make any representations in connection with the Offer other
than those contained herein or in the Letter of Transmittal. If given or made,
such recommendation and such information and representations must not be relied
on as having been authorized by the Fund.

This transaction has not been approved or disapproved by the
Securities and Exchange Commission. Neither the Securities and Exchange
Commission nor any state securities commission has passed on the fairness or
merits of this transaction or on the accuracy or adequacy of the information
contained in this document. Any representation to the contrary is unlawful.

Questions, requests for assistance and requests for additional copies
of this Offer to Purchase and the Letter of Transmittal may be directed to
EquiServe Trust Company, N.A., the Information Agent, at (800) 426-5523.

TABLE OF CONTENTS

SUMMARY TERM SHEET............................................................1

1. BACKGROUND AND PURPOSE OF THE OFFER........................................4

2. OFFER TO PURCHASE AND PRICE................................................5

3. AMOUNT OF TENDER...........................................................6

4. PROCEDURE FOR TENDERS......................................................7

5. WITHDRAWAL RIGHTS..........................................................9

6. PURCHASES AND PAYMENT......................................................9

7. CERTAIN CONDITIONS OF THE OFFER............................................9

8. CERTAIN INFORMATION ABOUT THE FUND........................................10

9. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES.....................11

10. MISCELLANEOUS............................................................13

11. FINANCIAL STATEMENTS.....................................................14

iii

SUMMARY TERM SHEET

.. As stated in the offering documents of meVC Draper Fisher Jurvetson Fund I,
Inc. (hereinafter "we" or the "Fund"), we will purchase up to 4,038,150
shares (25% of outstanding shares) of common stock of the Fund ("Share" or
"Shares" as the context requires) from shareholders of the Fund
("Shareholders") at 95% of their net asset value (that is, 95% of the value
of the Fund's assets minus its liabilities, divided by the number of
outstanding Shares). This offer to purchase Shares (the "Offer") will remain
open until 5:00 p.m., Eastern Time, on Wednesday, December 31, 2003, unless
the Offer is extended.

.. We have commenced this tender offer pursuant to Shareholder approval of the
proposed management plan (the "Management Plan") of the Fund's Board of
Directors (the "Directors" or "Board of Directors" as the context requires)
at a Special Meeting of Shareholders held on September 16, 2003 (the "Special
Meeting"). As part of the Management Plan, it was contemplated that we would
conduct a tender offer as soon as practicable after the Special Meeting.

.. The net asset value of Shares will be calculated for this purpose on December
31, 2003 (the "Valuation Date"). The net asset value as of the Valuation Date
will be derived from unaudited financial statements. The audit of the Fund's
financials, as of October 31, 2003, is expected to be completed prior to the
expiration of the Offer. The Fund's unaudited net asset value as of October
31, 2003 was $8.48 per Share (rounded to the nearest hundredth). As of
November 17, 2003, the Fund's unaudited net asset value was $8.47 per Share
(rounded to the nearest hundredth). 95% of this net asset value would amount
to $8.05 per Share (rounded to the nearest hundredth). As of the close of
trading on November 17, 2003, the market price of the Fund's shares on the
New York Stock Exchange (the "NYSE") was $7.91 per Share. The Fund reserves
the right to adjust the Valuation Date to correspond with any extension of
the Offer.

.. You may tender all or a portion of your Shares.

.. If you tender Shares, subject to any extension of the Offer, we will pay you
in cash no later than January 10, 2004, 95% of the unaudited net asset value
of your Shares tendered and accepted by the Fund based on the Fund's
calculation of its net asset value as of December 31, 2003. We will pay you
from one or more of the following sources: cash on hand or the proceeds from
the sale of liquid portfolio securities held by the Fund.

.. If more than 4,038,150 Shares (25% of outstanding Shares) are duly tendered
to the Fund prior to the Expiration Date (defined below) and not withdrawn,
the Fund will, in its sole discretion, accept Shares tendered on or before
the Expiration Date for payment on a PRO RATA basis based on the aggregate
amount of tendered Shares. Pursuant to Rule 13e-4(f)(3)(i) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Fund
reserves the right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 Shares ("odd lots")
and who tender all their Shares, before prorating Shares tendered by others.
All Share certificates tendered and not purchased by the Fund pursuant to the

Offer because of such pro-ration will be returned to the tendering
Shareholders at the Fund's expense as soon as practicable after the
Expiration Date (or, in the case of Shares tendered by book-entry transfer
into the Depositary's account at the Book-Entry Transfer Facility (defined
below). The Fund does not intend to accept additional Shares in accordance
with the terms of Rule 13e-4(f)(1)(ii) under the Exchange Act. The Offer may
be extended, amended or canceled in various other circumstances.

.. Following this summary is a formal notice of our offer to purchase your
Shares. Our Offer remains open to you until 5:00 p.m., Eastern Time, on
Wednesday, December 31, 2003, the expected expiration date of the Offer.
Until that time, you have the right to change your mind and withdraw any
tender of your Shares. You will also have the right to withdraw the tender of
your Shares at any time after Friday, January 23, 2004, assuming your Shares
have not yet been accepted for repurchase.

.. The net asset value of your Shares can change between the date of this Offer
and December 31, 2003, the date as of which the value of Shares will be
determined for purposes of calculating the purchase price for Shares.

.. The Fund publishes the net asset value of Shares on a daily basis on its web
site. For current net asset value information you may (i) visit the Fund's
web site at http://www.mvccapital.com or (ii) call EquiServe Trust Company,
N.A. (the "Information Agent") toll-free at (800) 426-5523, Monday through
Friday, except holidays, during normal business hours of 9:00 a.m. to 5:00
p.m. (Eastern Time). The audit of the Fund's financial statements is not
expected to be completed until on or about December 23, 2003. Therefore,
prior to the completion of the audit, any publication of the Fund's net asset
value as of October 31, 2003 would be based on unaudited financials.

.. In addition, the Board of Directors has engaged Houlihan Lokey Howard & Zukin
Financial Advisors ("Houlihan Lokey"), financial advisors independent of the
Fund, to render one or more written reports (collectively, the "Report")
regarding the reasonableness of the Fund's net asset value as determined by
the Board of Directors as of October 31, 2003 and as to be determined by the
Board of Directors as of December 31, 2003. No limitations were imposed by
the Board of Directors with respect to the investigations to be made or the
procedures to be followed by Houlihan Lokey in connection with said Report.
On or about December 15, 2003, Houlihan Lokey is expected to provide a Report
regarding the reasonableness of the Fund's net asset value as determined by
the Board of Directors as of October 31, 2003, the Fund's fiscal year end,
and is expected to provide an update or an additional Report on or about
December 31, 2003. Houlihan Lokey has not been engaged to render an opinion
regarding the fairness of the Offer to the Shareholders or any other person.
Further, any Report rendered by Houlihan Lokey will not constitute a
recommendation to the Board of Directors regarding the Offer or the
underlying merits of the Offer, or a recommendation to any Shareholder of the
Fund as to whether any Shareholder should tender any Shares pursuant to the
Offer. Shareholders may withdraw any Shares tendered up until 5:00 p.m.,
Eastern Time, on the Valuation Date or until such later date if the tendered
Shares are not accepted for payment by the Fund. (Forms for withdrawals of
tenders are available by calling the Depositary at (800) 426-5523.
Withdrawals may be made by either sending the proper form by mail or fax to
the Depositary using the address and fax number provided on the last page of
the Offer.)

.. Shareholders having Shares that are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee should contact such
firm if they desire to tender their Shares. For a Shareholder validly to
tender Shares pursuant to the Offer, one of the following two procedures must
be followed:

(a)(i) a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees, and any other
documents required by the Letter of Transmittal, must be transmitted to and
received by EquiServe Trust Company, N.A. (the "Depositary"), at one of its
addresses set forth on the last page of this Offer, and (ii) either the
certificate for Shares must be transmitted to and received by the Depositary
at the address set forth on the last page of this Offer or the tendering
Shareholder must comply with the Book-Entry Delivery Procedure set forth
below; or

(b) Shareholders must comply with the Guaranteed Delivery
Procedure also set forth below, in all cases prior to the Expiration Date.

.. Signatures on Letters of Transmittal must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., or by a commercial bank or trust company having an
office, branch or agency in the U.S. (each, an "Eligible Institution")
unless: (a) the Letter of Transmittal is signed by the registered holder of
the Shares tendered, including those Shareholders who are participants in the
Book-Entry Transfer Facility and whose name appears on a security position
listing as the owner of the Shares, but excluding those registered
Shareholders who have completed either the "Special Payment Instructions" box
or the "Special Delivery Instructions" box on the Letter of Transmittal; or
(b) such Shares are tendered for the account of an Eligible Institution. In
all other cases, all signatures on the Letter of Transmittal must be
guaranteed by an Eligible Institution.

.. Payment for Shares tendered and accepted for payment pursuant to the Offer
will be made, in all cases, only after timely receipt of: (a) certificates
for such Shares by the Depositary or book-entry confirmation of delivery of
such Shares to the account of the Depositary; (b) a properly completed and
duly executed Letter of Transmittal for such Shares; and (c) any other
documents required by the Letter of Transmittal. The tender of Shares
pursuant to any of the procedures described will constitute an agreement
between the tendering Shareholder and the Fund upon the terms and subject to
the conditions of the Offer.

.. The method of delivery of all required documents is at the election and risk
of each tendering Shareholder. All required documents must be received by the
Depositary before 5:00 p.m., Eastern Time, on Wednesday, December 31, 2003.
If delivery is by mail, registered mail with return receipt requested,
properly insured, is recommended.

.. BOOK-ENTRY DELIVERY PROCEDURE. The Depositary will establish an account with
respect to the Shares at the Depository Trust Company (the "Book-Entry
Transfer Facility") for purposes of the Offer within two business days after
the date of this Offer. Any financial institution that is a participant in
any of the Book-Entry Transfer Facility's systems may make delivery of
tendered Shares by: (a) causing the Book-Entry Transfer Facility to transfer

such Shares into the Depositary's account in accordance with the Book-Entry
Transfer Facility's procedure for such transfer; and (b) causing a
confirmation of receipt of such delivery to be received by the Depositary
(the "Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may
charge the account of such financial institution for tendering Shares on
behalf of Shareholders. Notwithstanding that delivery of Shares may be
properly effected in accordance with this Book-Entry Delivery Procedure, the
Letter of Transmittal, with signature guarantee, if required, and all other
documents required by the Letter of Transmittal must be transmitted to and
received by the Depositary at the appropriate address set forth on the last
page of this Offer before the Expiration Date, or the tendering Shareholder
must comply with the Guaranteed Delivery Procedure set forth below.

.. Delivery of documents to the Book-Entry Transfer Facility in accordance with
the Book-Entry Transfer Facility's procedures does not constitute delivery to
the Depositary for purposes of this Offer.

.. GUARANTEED DELIVERY PROCEDURE. If certificates for Shares are not immediately
available or time will not permit the Letter of Transmittal and other
required documents to reach the Depositary on or prior to the Expiration
Date, Shares may be properly tendered provided that: (a) such tenders are
made by or through an Eligible Institution; and (b) the Depositary receives,
on or prior to the Expiration Date, a properly completed and duly executed
Notice of Guaranteed Delivery substantially in the form provided by the Fund
(delivered by hand, mail, telegram or facsimile transmission); and (c) the
certificates for all tendered Shares, or confirmation of the delivery of
Shares delivered into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer, together with a
properly completed and duly executed Letter of Transmittal and any other
documents required by the Letter of Transmittal are received by the
Depositary within three (3) business days after the Expiration Date.

.. If any tendered Shares are not accepted for payment pursuant to the terms and
conditions of the Offer for any reason, or are not paid because of an invalid
tender, or if certificates are submitted for more Shares than are tendered:
(a) certificates for such unpurchased Shares will be returned, without
expense to the tendering Shareholder, as soon as practicable following
expiration or termination of the Offer; and (b) Shares delivered pursuant to
the Book-Entry Delivery Procedure will be credited to the appropriate account
maintained within the Book-Entry Transfer Facility.

.. Please note that just as you have the right to withdraw the tender of Shares,
we have the right to cancel, amend or postpone this Offer at any time up to
and including the acceptance of tenders pursuant to the Offer.

.. Questions, requests for assistance and requests for additional copies of this
Offer and the Letter of Transmittal may be directed to the Information Agent,
in the manner set forth on the last page of this Offer.

1. BACKGROUND AND PURPOSE OF THE OFFER. The purpose of the Offer is
to effectuate the Management Plan, which was approved by Shareholders at the
Special Meeting. In addition, the Fund expects that the tendering of Shares by
Shareholders could decrease the amount the market price of Shares is discounted

relative to the net asset value per Share of the Fund. It is the understanding
of the Board of Directors that, in general, closed-end funds which conduct
tender offers are traded at less of a discount than closed-end funds which do
not.

The purchase of Shares pursuant to the Offer will have the effect of
increasing the proportion of Shares in the Fund owned by Shareholders that do
not tender Shares. Shareholders that retain their Shares may be subject to
increased risks that may possibly result from the reduction in the Fund's
aggregate assets resulting from payment for Shares tendered. These risks include
the potential for greater volatility due to decreased diversification. A
reduction in the aggregate assets of the Fund may result in Shareholders that do
not tender Shares bearing higher costs to the extent that certain expenses borne
by the Fund are relatively fixed and may not decrease if assets decline.

The Fund's purchase of tendered Shares at a price that is less than
the net asset value of those Shares will have the effect of increasing the net
asset value of Shares that remain outstanding after completion of the Offer. As
a result, it is anticipated that Shareholders who do not tender their Shares may
benefit from the Offer. Because the Fund will purchase tendered Shares at a
price that is equal to 95% of net asset value (determined as of December 31,
2003), this will have the effect of increasing the net asset value of Shares
held by non-tendering Shareholders by 1.67%, assuming that 25% of the Shares are
tendered by Shareholders and purchased by the Fund. Additionally, Shareholders
that retain their Shares also have the opportunity to benefit from certain
realized and unrealized capital losses generated by the Fund. As of October 31,
2003, there were approximately $4,220,380 in realized capital losses (during the
most recent fiscal year), and $122,443,907 in unrealized capital losses, and
certain of those losses can be utilized to offset future realized capital gains,
which, in turn, could enhance the net returns (I.E. after taxes) of the Fund and
Shareholders.

Shares that are tendered to the Fund in connection with the Offer will
be held in treasury.

2. OFFER TO PURCHASE AND PRICE. Subject to the conditions set forth
in the Offer, the Fund will purchase up to 4,038,150 Shares (25% of outstanding
Shares) tendered by Shareholders and not withdrawn (in accordance with Section 5
below) prior to, 5:00 p.m., Eastern Time, on Wednesday, December 31, 2003 (this
time and date is called the "Initial Expiration Date"), or any later date as
corresponds to any extension of the Offer. The later of the Initial Expiration
Date or the latest time and date to which the Offer is extended is called the
"Expiration Date." The Fund reserves the right to extend, amend or cancel the
Offer as described in Sections 3 and 7 below. The purchase price of each Share
tendered to the Fund for purchase will be 95% of the net asset value per Share
as of the Valuation Date if the Offer expires on the Initial Expiration Date,
and otherwise 95% of the net asset value per Share as of the close of business
on any later date as corresponds to the terms of any extension of the Offer,
payable as set forth in Section 6. The Fund reserves the right to adjust the
Valuation Date to correspond with any extension of the Offer.

The range of high and low prices for Shares for each quarter during
the past two fiscal years were:

FISCAL QUARTER ENDED HIGH PRICE LOW PRICE NET ASSET VALUE,
END OF QUARTER

January 31, 2002 $10.06 $ 9.22 $14.06
April 30 2002 $10.06 $ 8.80 $13.62
July 31, 2002 $ 9.50 $ 7.50 $12.39
October 31, 2002 $ 8.05 $ 7.25 $11.84

January 31, 2003 $ 8.60 $ 7.90 $10.06
April 30, 2003 $ 8.68 $ 7.85 $ 9.65
July 31, 2003 $ 8.48 $ 7.89 $ 8.77
October 31, 2003 $ 8.36 $ 7.92 $ 8.48

As of the close of business on November 17, 2003, the net asset value
per Share of the Fund was $8.47 (rounded to the nearest hundredth); 95% of the
net asset value per Share was $8.05 (rounded to the nearest hundredth).
Shareholders may obtain current net asset value information until the expiration
date of the Offer by (i) visiting the Fund's web site at
http://www.mvccapital.com or (ii) contacting the Information Agent at the
telephone numbers or address set forth on the last page of this Offer, Monday
through Friday, except holidays, during normal business hours of 9:00 a.m. to
5:00 p.m. (Eastern Time).

3. AMOUNT OF TENDER. Subject to the limitations set forth below,
Shareholders may tender all or a portion of their Shares.

If more than 4,038,150 Shares (25% of outstanding Shares) are duly
tendered to the Fund prior to the Expiration Date and not withdrawn, the Fund
will, in its sole discretion, accept Shares tendered on or before the Expiration
Date for payment on a PRO RATA basis based on the aggregate net asset value of
tendered Shares. Pursuant to Rule 13e-4(f)(3)(i) under the Exchange Act, the
Fund reserves the right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 Shares ("odd lots") and
who tender all their Shares, before prorating Shares tendered by others. All
Share certificates tendered and not purchased by the Fund pursuant to the Offer
because of such pro-ration will be returned to the tendering Shareholders at the
Fund's expense as soon as practicable after the Expiration Date (or, in the case
of Shares tendered by book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility (defined below). The Fund does not intend to accept
additional Shares in accordance with the terms of Rule 13e-4(f)(1)(ii) under the
Exchange Act. The Offer may be extended, amended or canceled in various other
circumstances described in Section 7 below.

4. PROCEDURE FOR TENDERS. Shareholders having Shares that are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee should contact such firm if they desire to tender their Shares.
For a Shareholder validly to tender Shares pursuant to the Offer, one of the
following two procedures must be followed:

(a)(i) a properly completed and duly executed Letter of
Transmittal, together with any required signature guarantees, and any other
documents required by the Letter of Transmittal, must be transmitted to and
received by EquiServe Trust Company, N.A. (the "Depositary"), at one of its
addresses set forth on the last page of the Offer, and (ii) either the
certificate for Shares must be transmitted to and received by the Depositary at
the address set forth on the last page of the Offer or the tendering Shareholder
must comply with the Book-Entry Delivery Procedure set forth below; or

(b) Shareholders must comply with the Guaranteed Delivery
Procedure, set forth below, in all cases prior to the Expiration Date.

required by the Letter of Transmittal. The tender of Shares pursuant to any of
the procedures described herein will constitute an agreement between the
tendering Shareholder and the Fund upon the terms and subject to the conditions
of the Offer.

BOOK-ENTRY DELIVERY PROCEDURE. The Depositary will establish an
account with respect to the Shares at the Depository Trust Company (the
"Book-Entry Transfer Facility") for purposes of the Offer within two business
days after the date of this Offer. Any financial institution that is a
participant in any of the Book-Entry Transfer Facility's systems may make
delivery of tendered Shares by: (a) causing the Book-Entry Transfer Facility to
transfer such Shares into the Depositary's account in accordance with the
Book-Entry Transfer Facility's procedure for such transfer; and (b) causing a
confirmation of receipt of such delivery to be received by the Depositary (the
"Book-Entry Delivery Procedure"). The Book-Entry Transfer Facility may charge
the account of such financial institution for tendering Shares on behalf of
Shareholders. Notwithstanding that delivery of Shares may be properly effected
in accordance with this Book-Entry Delivery Procedure, the Letter of
Transmittal, with signature guarantee, if required, and all other documents
required by the Letter of Transmittal must be transmitted to and received by the
Depositary at the appropriate address set forth on the last page of this Offer
before the Expiration Date, or the tendering Shareholder must comply with the
Guaranteed Delivery Procedure set forth below. Delivery of documents to the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's procedures does not constitute delivery to the Depositary for
purposes of this Offer.

GUARANTEED DELIVERY PROCEDURE. If certificates for Shares are not
immediately available or time will not permit the Letter of Transmittal and
other required documents to reach the Depositary on or prior to the Expiration
Date, Shares may be properly tendered provided that: (a) such tenders are made
by or through an Eligible Institution; and (b) the Depositary receives, on or
prior to the Expiration Date, a properly completed and duly executed Notice of
Guaranteed Delivery substantially in the form provided by the Fund (delivered by
hand, mail, telegram or facsimile transmission); and (c) the certificates for
all tendered Shares, or confirmation of the delivery of Shares delivered into
the Depositary's account in accordance with the Book-Entry Transfer Facility's
procedure for such transfer, together with a properly completed and duly
executed Letter of Transmittal and any other documents required by the Letter of
Transmittal are received by the Depositary within three (3) business days after
the Expiration Date.

The Fund also reserves the absolute right to waive any of the
conditions of the Offer or any defect in any tender with respect to any
particular Shares or any particular Shareholder, and the Fund's interpretation
of the terms and conditions of the Offer will be final and binding. Unless
waived, any defects or irregularities in connection with tenders must be cured
within such time as the Fund shall determine. Tenders will not be deemed to have
been made until the defects or irregularities have been cured or waived. None of
the Fund, its executive officers or the Board of Directors shall be obligated to
give notice of any defects or irregularities in tenders, nor shall any of them
incur any liability for failure to give such notice.

5. WITHDRAWAL RIGHTS. Any Shareholder tendering Shares pursuant to
this Offer may withdraw its tender at any time prior to or on the Expiration
Date and at any time after January 23, 2004, assuming such Shareholder's Shares
have not yet been accepted for purchase by the Fund. To be effective, any notice
of withdrawal of a tender must be timely received by the Depositary at one of
the addresses or at the fax number set forth on the last page of the Offer. A
form to give notice of withdrawal of a tender is available by calling the
Depositary at the telephone number set forth on the last page of the Offer. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal of a tender will be determined by the Fund, in its sole discretion,
and such determination will be final and binding. A tender of Shares properly
withdrawn will not thereafter be deemed to be tendered for purposes of the
Offer. However, withdrawn Shares may be tendered again prior to the Expiration
Date by following the procedures described in Section 4.

6. PURCHASES AND PAYMENT. For purposes of the Offer, the Fund will be
deemed to have accepted (and thereby purchased) Shares that are tendered as if,
and when, it gives written notice to the tendering Shareholder of its election
to purchase the Shareholder's Shares.

A Shareholder that tenders for repurchase all or a portion of its
Shares will receive cash in an aggregate amount equal to 95% of the estimated
unaudited net asset value of Shares tendered and accepted for purchase by the
Fund, determined as of the Valuation Date, payable within ten calendar days
after the Valuation Date (the "Payment").

The Fund will make payment for Shares purchased pursuant to the Offer
by depositing the aggregate purchase price therefor with the Depositary, which
will make payment to Shareholders promptly as directed by the Fund. The Fund
will not pay interest on the purchase price under any circumstances.

The Fund expects that the purchase price for Shares acquired pursuant
to the Offer will be derived from one or more of the following sources: (i) cash
on hand; and (ii) the proceeds from the sale or delivery of securities and
portfolio assets held by the Fund. The Fund, its executive officers and
Directors have determined not to borrow funds to purchase Shares tendered in
connection with the Offer.

7. CERTAIN CONDITIONS OF THE OFFER. The Fund reserves the right, at
any time and from time to time, to extend the period of time during which the
Offer is pending by notifying Shareholders of such extension. The purchase price
of Shares tendered by any Shareholder will be 95% of the net asset value thereof

as of the close of business on December 31, 2003, if the Offer expires on the
Initial Expiration Date, and otherwise the net asset value thereof as of the
close of business on any later date as corresponds to the terms of any extension
of the Offer. During any such extension, all Shares previously tendered and not
withdrawn will remain subject to the Offer. The Fund also reserves the right, at
any time and from time to time, up to and including acceptance of tenders
pursuant to the Offer to: (a) cancel the Offer in the circumstances set forth in
the following paragraph and in the event of such cancellation, not to purchase
or pay for any Shares tendered pursuant to the Offer; (b) amend the Offer; and
(c) postpone the acceptance of Shares. If the Fund determines to amend the Offer
or to postpone the acceptance of Shares tendered, it will, to the extent
necessary, extend the period of time during which the Offer is open as provided
above and will promptly notify Shareholders.

The Fund may cancel the Offer, amend the Offer or postpone the
acceptance of tenders made pursuant to the Offer if: (a) the Fund would not be
able to liquidate portfolio securities in a manner that is orderly and
consistent with the Fund's investment objectives and policies in order to
purchase Shares tendered pursuant to the Offer; (b) there is, in the judgment of
the Board of Directors, any (i) legal action or proceeding instituted or
threatened challenging the Offer or otherwise materially adversely affecting the
Fund, (ii) declaration of a banking moratorium by federal or state authorities
or any suspension of payment by banks in the United States or the State of New
York that is material to the Fund, (iii) limitation imposed by federal or state
authorities on the extension of credit by lending institutions, (iv) suspension
of trading on any organized exchange or over-the-counter market where the Fund
has a material investment, (v) commencement of war, armed hostilities or other
international or national calamity directly or indirectly involving the United
States that is material to the Fund, (vi) material decrease in the net asset
value of the Fund from the net asset value of the Fund as of commencement of the
Offer, or (vii) other event or condition that would have a material adverse
effect on the Fund or its Shareholders if Shares tendered pursuant to the Offer
were purchased; or (c) the Board of Directors determines that it is not in the
best interests of the Fund to purchase Shares pursuant to the Offer. However,
there can be no assurance that the Fund will exercise its right to extend, amend
or cancel the Offer or to postpone acceptance of tenders pursuant to the Offer.

8. CERTAIN INFORMATION ABOUT THE FUND. The Fund is a closed-end,
investment company which has elected to be treated as a business development
company under the Investment Company Act of 1940, as amended (the "1940 Act").
The Fund is organized as a Delaware corporation and the Fund's Shares are listed
on the New York Stock Exchange. The principal executive office of the Fund is
located at 10 Rockefeller Plaza, New York, NY 10020 and it may be reached at
(212) 687-8080.

None of the Fund, its executive officers or Directors has any plans,
proposals or negotiations that relate to or would result in: (1) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Fund; (2) any purchase, sale or transfer of a material amount of
assets of the Fund (other than as the Board of Directors determines may be
necessary or appropriate to fund all or a portion of the purchase price for
Shares to be acquired pursuant to the Offer or in connection with the ordinary
portfolio transactions of the Fund); (3) any material change in the present
distribution policy or indebtedness or capitalization of the Fund; (4) any
change in the management of the Fund including, but not limited to, any plans or

proposals to change any material term of the portfolio management arrangements
with Mr. Tokarz; (5) any other material change in the Fund's structure or
business, including any plans or proposals to cease to be a business development
company for which a vote would be required by Section 58 of the 1940 Act; (6)
any class of securities of the Fund to be delisted from a national exchange or
cease to be authorized to be quoted in an automated quotations system operated
by a national securities association; (7) any class of securities of the Fund
becoming eligible for termination of registration under Section 12(g)(4) of the
1934 Act; (8) the suspension of the Fund's obligation to file reports under
Section 15(d) of the 1934 Act; (9) the acquisition by any person of additional
securities of the Fund, or the disposition of securities of the Fund; or (10)
any changes in the Fund's charter, bylaws or other governing instruments or
other actions that could impede the acquisition of control of the Fund.

There have been no transactions involving Shares that were effected
during the past 60 days by the Fund, any Director or executive officer or any
person controlling the Fund.

9. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The
following discussion is a general summary of the U.S. federal income tax
consequences of a tender of Shares pursuant to the Offer based on the Internal
Revenue Code of 1986, as amended (the "Code"), judicial decisions, Treasury
Regulations and rulings in existence on the date hereof, all of which are
subject to change. Each Shareholder should consult the Shareholder's tax advisor
for a full understanding of the tax consequences of such a tender, including
potential state, local and foreign taxation by jurisdictions of which the
Shareholder is a citizen, resident or domiciliary. As used herein, a "U.S.
Shareholder" means a Shareholder that is: (i) a citizen or resident of the U.S.,
(ii) a corporation or partnership created or organized in the United States or
under the law of the United States or any state, (iii) a trust where (a) a U.S.
court is able to exercise primary supervision over the administration of the
trust and (b) one or more U.S. persons have the authority to control all
substantial decisions of the trust or (iv) an estate which is subject to U.S.
tax on its worldwide income from all sources. A "Non-U.S. Shareholder" is a
Shareholder that is not a U.S. Shareholder.

U.S. SHAREHOLDERS. The tender of Shares pursuant to the Offer will be
a taxable transaction for federal income tax purposes, either as a "sale or
exchange" or, under certain circumstances, as a "dividend." Under Section 302(b)
of the Code, a tender of Shares pursuant to the Offer generally will be treated
as a sale or exchange if the receipt of cash or other property by the
Shareholder: (a) results in a "complete redemption" of the Shareholder's
interest in the Fund, (b) is "substantially disproportionate" with respect to
the Shareholder or (c) is "not essentially equivalent to a dividend" with
respect to the Shareholder. In determining whether any of these tests has been
met, Shares actually owned, as well as Shares considered to be owned by the
Shareholder by reason of certain constructive ownership rules set forth in
Section 318 of the Code, generally must be taken into account. If any of these
three tests for sale or exchange treatment is met, a Shareholder will recognize
gain or loss equal to the difference between the value of the cash or other
property received by the Shareholder pursuant to the Offer and the tax basis of
the Shares sold. If such Shares are held as a capital asset, the gain or loss
will be a capital gain or loss. The maximum tax rate applicable to net capital
gains recognized by individuals and other non-corporate taxpayers is (i) the
same as the maximum ordinary income rate for capital assets held for one year or
less (currently, 35%) or (ii) 15% for capital assets held for more than one
year. Currently, the maximum long-term capital gains rate for corporations is
35%. A Shareholder who receives securities upon tendering its Shares will have a
tax basis in such securities equal to their fair market value on the date of the
exchange.

Any loss realized on a tender of Shares will be disallowed to the
extent the Shares disposed of are replaced with substantially identical Shares
within a period beginning 30 days before and ending 30 days after the
disposition of the Shares. In such a case, the basis of the Shares acquired will
be adjusted to reflect the disallowed loss. Any loss arising from the tender of
Shares held for six months or less will be treated for U.S. federal income tax
purposes as a long-term capital loss to the extent of any amount of capital gain
dividends received by the Shareholder with respect to such Shares. For purposes
of determining whether Shares in the Fund have been held for six months or less,
a Shareholder's holding period is suspended for any periods during which the
Shareholder's risk of loss is diminished as a result of holding one or more
other positions in substantially similar or related property or through certain
options or short sales.

If none of the tests set forth in Section 302(b) of the Code is met,
amounts received by a Shareholder who sells Shares pursuant to the Offer will be
taxable to the Shareholder as a "dividend" to the extent of such Shareholder's
allocable share of the Fund's current or accumulated earnings and profits. The
excess of such amounts received over the portion that is taxable as a dividend
would constitute a non-taxable return of capital (to the extent of the
Shareholder's tax basis in the Shares sold pursuant to the Offer). Any amounts
in excess of the Shareholder's tax basis would constitute taxable gain. Thus, a
Shareholder's tax basis in the Shares sold will not reduce the amount of the
dividend. Any remaining tax basis in the Shares tendered to the Fund will be
transferred to any remaining Shares held by such Shareholder. In addition, if a
tender of Shares is treated as a dividend to a tendering Shareholder, a
constructive dividend under Section 305(c) of the Code may result to a
non-tendering Shareholder whose proportionate interest in the earnings and
assets of the Fund has been increased by such tender.

The Depositary may be required to withhold 28% of the gross proceeds
paid to a U.S. Shareholder or other payee pursuant to the Offer if such
Shareholder fails to certify on IRS Form W-9 or other applicable form either
that the Taxpayer Identification Number furnished to the Fund is correct or that
such Shareholder has not received notice from the Internal Revenue Service of
being subject to backup withholding. A copy of IRS Form W-9 is included with the
materials accompanying the Offer.

NON-U.S. SHAREHOLDERS. The U.S. federal income taxation of a Non-U.S.
Shareholder on a tender of Shares pursuant to the Offer depends on whether this
transaction is "effectively connected" with a trade or business carried on in
the U.S. by the Non-U.S. Shareholder as well as the tax characterization of the
transaction as either a sale of the Shares or a distribution by the Fund, as
discussed above for U.S. Shareholders. If the tender of Shares pursuant to the
Offer is not so effectively connected and if it is treated as a sale or
exchange, any gain realized by a Non-U.S. Shareholder upon the tender of Shares
pursuant to the Offer will not be subject to U.S. federal income tax or to any
U.S. tax withholding. If, however, the tender of Shares is treated as a
distribution by the Fund instead of a sale or exchange, the cash or other
property received by a tendering Non-U.S. Shareholder will be treated for U.S.
tax purposes as a distribution by the Fund, with the cash or other property then
being characterized in the same manner as described above for U.S. Shareholders.

In such an event, the portion of the distribution treated as a dividend to the
Non-U.S. Shareholder would be subject to a U.S. withholding tax at the rate of
30% (or such lower rate as may be applicable under a tax treaty) if the dividend
is not effectively connected with the conduct of a trade or business in the
United States by the Non-U.S. Shareholder. If the amount realized on the tender
of Shares by a Non-U.S. Shareholder is so effectively connected, regardless of
whether the tender is characterized as a sale or exchange or as giving rise to a
distribution from the Fund for U.S. federal income tax purposes, the transaction
will be treated and taxed in the same manner as if the Shares involved were
tendered by a U.S. Shareholder.

Non-U.S. Shareholders should provide the Depositary with a completed
Form W-8BEN (or, if appropriate, Form W-8IMY, Form W-8ECI or other applicable
form) in order to avoid 28% backup withholding on the cash or other property
they receive from the Fund regardless of how they are taxed with respect to
their tender of the Shares involved.

10. MISCELLANEOUS. The Offer is not being made to, nor will tenders be
accepted from, Shareholders in any jurisdiction in which the Offer or its
acceptance would not comply with the securities or Blue Sky laws of such
jurisdiction. The Fund is not aware of any jurisdiction in which the Offer or
tenders pursuant thereto would not be in compliance with the laws of such
jurisdiction. However, the Fund reserves the right to exclude Shareholders from
the Offer in any jurisdiction in which it is asserted that the Offer cannot
lawfully be made. The Fund believes such exclusion is permissible under
applicable laws and regulations, provided the Fund makes a good faith effort to
comply with any state law deemed applicable to the Offer.

The Fund has filed an Issuer Tender Offer Statement on Schedule TO
with the Securities and Exchange Commission, which includes certain information
relating to the Offer summarized herein. A free copy of such statement may be
obtained from the Fund by contacting the Depositary at the address and telephone
numbers set forth on the last page of the Offer or from the Securities and
Exchange Commission's internet web site, http://www.sec.gov. For a fee, a copy
may be obtained from the public reference office of the Securities and Exchange
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549.

THE DEPOSITARY AND INFORMATION AGENT FOR THE OFFER IS:

EquiServe Trust Company, N.A.

ADDRESSES:

By First Class Mail: By Registered, Certified or By Hand:
Express Mail or Overnight
Courier:
EquiServe Trust Company, EquiServe Trust Company, Securities Transfer
N.A. N.A. Reporting Services
Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust
P.O. Box 43025 161 Baystate Drive Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 100 William Street,
Galleria
New York, NY 10038
Toll Free Number: (800) 426-5523
Facsimile Number: (781) 380-3388
Depositary Number to confirm receipt of notices only: (781) 843-1833, Ext. 200

11. FINANCIAL STATEMENTS. Reference is made to the following financial
statements of the Fund, which are incorporated herein by reference:

AUDITED:

Audited financial statements for the fiscal year ended October 31,
2002, previously filed on EDGAR on Form 10-K on January 27, 2003.

Audited financial statements for the fiscal year ended October 31,
2001, previously filed on EDGAR on Form 10-K on December 18, 2002.

UNAUDITED:

Unaudited financial statements for the quarter ended July 31,
2003, previously filed on EDGAR on Form 10-Q on September 12,
2003.

meVC DRAPER FISHER JURVETSON FUND I, INC.

November 26, 2003

Exhibit 99.2

LETTER OF TRANSMITTAL
TO ACCOMPANY SHARES OF COMMON STOCK, $0.01 PAR VALUE OF
MEVC DRAPER FISHER JURVETSON FUND I, INC.
(THE "FUND")

TENDERED PURSUANT TO THE OFFER TO PURCHASE
DATED NOVEMBER 26, 2003

THE OFFER WILL EXPIRE AT 5:00 P.M. EASTERN TIME
ON DECEMBER 31, 2003, UNLESS THE OFFER IS EXTENDED

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THE DEPOSITARY:

EQUISERVE TRUST COMPANY, N.A.

DEPOSITARY ADDRESSES:

BY FIRST CLASS MAIL: BY REGISTERED, CERTIFIED BY HAND:
OR EXPRESS BY HAND: MAIL
OR OVERNIGHT COURIER:
EquiServe Trust Company, N.A. EquiServe Trust Securities Transfer
Attn: Corporate Actions Company, N.A. Reporting Services,
P.O. Box 43025 Attn: Corporate Actions Inc.
Providence, RI 02940-3025 161 Baystate Drive c/o EquiServe Trust
Braintree, MA 02184 Company, N.A.
100 William Street,
Galleria, New York 10038

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

DESCRIPTION OF SHARES TENDERED (SEE INSTRUCTIONS 3 AND 4)

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NAME(S) AND ADDRESS(ES) SHARES TENDERED*
OF REGISTERED OWNER(S):
(PLEASE FILL IN, IF BLANK, EXACTLY
THE NAME(S) IN WHICH SHARES ARE
REGISTERED) SHARES TENDERED*
(ATTACH ADDITIONAL SIGNED LIST, IF
NECESSARY)
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Certificate Total Number of Number of
Number(s) Shares Represented Shares Tendered**
by Certificate(s)*
------------ ------------------ ----------------
--------------------- ------------ ------------------ ----------------
--------------------- ------------ ------------------ ----------------
--------------------- ------------ ------------------ ----------------
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Total Shares Tendered: ___________
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* If the Shares tendered hereby are in certificate form, the certificates
representing such Shares MUST be returned together with this Letter of
Transmittal.
** Need not be completed for Book-Entry Shares.

[ ] I HAVE LOST MY CERTIFICATE(S) FOR SHARES OF STOCK OF MEVC DRAPER FISHER
JURVETSON FUND I, INC. AND REQUIRE ASSISTANCE WITH RESPECT TO REPLACING
SUCH CERTIFICATE(S). SEE INSTRUCTION 3.

[ ] THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED
UNDER SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF
SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.

This Letter of Transmittal is to be used (a) if you desire to effect
the tender transaction yourself, (b) if you intend to request your broker,
dealer, commercial bank, trust company or other nominee to effect the
transaction for you and the Shares are not registered in the name of such
broker, dealer, commercial bank, trust company or other nominee, and (c) by a
broker, dealer, commercial bank, trust company or other nominee effecting the
transaction as a registered owner or on behalf of a registered owner. To accept
the Offer in accordance with its terms, a Letter of Transmittal properly
completed and bearing original signature(s) and the original of any required
signature guarantee(s), any certificates representing Shares tendered, any other
documents required by this Letter of Transmittal must be mailed or delivered to
the Depositary at one of the appropriate addresses set forth above and must be
received by the Depositary prior to 5:00 p.m. (Eastern Time) on December 31,
2003, or such later time and date to which the Offer is extended, unless the
tendering party has satisfied the conditions for guaranteed delivery described
in Section 4 of the Offer to Purchase. Delivery of documents to a book-entry
transfer facility does not constitute delivery to the Depositary.

The boxes below are to be checked by eligible institutions only.

[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:
------------------------------------------------
DTC Participant Number:
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[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:

Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution Which Guaranteed Delivery:
------------------------
DTC Participant Number (if delivered by book-entry transfer):
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NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW:
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to meVC Draper Fisher Jurvetson Fund I, Inc., (the "Fund") a
non-diversified, closed-end investment company listed on the New York Stock
Exchange (the "NYSE"), the above-described shares of common stock, par value
$0.01 per share ("Shares"), of the Fund, for purchase by the Fund at a price
(the "Purchase Price") equal to 95% of the unaudited net asset value per Share
determined as of the close of the regular trading session of the NYSE on the
Expiration Date (as defined below) in cash, under the terms and subject to the
conditions set forth in the Offer to Purchase dated November 26, 2003, receipt
of which is hereby acknowledged, and in this Letter of Transmittal (which Offer
to Purchase and Letter of Transmittal together with any amendments or
supplements thereto collectively constitute the "Offer"). The later of December
31, 2003 or the latest date to which the Offer is extended is hereinafter called
the "Expiration Date".

Subject to, and effective upon, acceptance for payment of, or payment
for, Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund all right, title
and interest in and to all Shares that are being tendered hereby and are
purchased pursuant to the Offer and hereby irrevocably constitutes and appoints
EquiServe Trust Company, N.A. (the "Depositary") as attorney-in-fact of the
Signor with respect to such Shares, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) present certificate(s) for such Shares, if any, for cancellation and
transfer on the Fund's books and (b) receive all benefits and otherwise exercise
all rights of beneficial ownership of such Shares, subject to the next
paragraph, all in accordance with the terms and subject to the conditions set
forth in the Offer.

The Signor hereby represents and warrants that (a) the Signor, if a
broker, dealer, commercial bank, trust company or other nominee, has obtained
the tendering Shareholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to brokers,
dealers, commercial banks, trust companies and other nominees; (b) when and to
the extent the Fund accepts Shares for purchase, the Fund will acquire good,
marketable and unencumbered title thereto, free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sales
agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim; (c) on request, the Signor will execute and
deliver any additional documents that the Depositary or the Fund deems necessary
or desirable to complete the assignment, transfer and purchase of Shares
tendered hereby; and (d) the Signor has read and agrees to all of the terms and
conditions of the Offer.

The name(s) and address(es) of the registered owner(s) should be
printed as on the registration of the Shares. If Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.

The Signor recognizes that, under certain circumstances as described
in the Offer to Purchase, the Fund may amend, extend or terminate the Offer or
may not be required to purchase any Shares tendered hereby. In any such event,
the Signor understands that certificate(s) for the Shares not purchased, if any,
will be returned to the Signor at its registered address unless otherwise

indicated under the Special Delivery Instructions below. The Signor recognizes
that the Fund has no obligation, pursuant to the Special Payment Instructions
set forth below, to transfer any Shares from the name of the registered owner
thereof if the Fund purchases none of such Shares.

The Signor understands that acceptance of Shares by the Fund for
payment will constitute a binding agreement between the Signor and the Fund upon
the terms and subject to the conditions of the Offer.

The check for the purchase price of the tendered Shares purchased will
be issued to the order of the Signor and mailed to the address indicated, unless
otherwise indicated below in the box titled Special Payment Instructions or the
box titled Special Delivery Instructions. The Fund will not pay interest on the
purchase price under any circumstances.

All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the Signor and all obligations of the Signor
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.

Unless otherwise indicated herein under "Special Payment
Instructions", the check for the purchase price and/or return any Share
certificates not accepted for payment will be issued in the name(s) of the
registered holder(s) appearing above under "Description of Shares Tendered".
Similarly, unless otherwise indicated under "Special Delivery Instructions", the
check for the purchase price for any Shares purchased and/or return any Share
certificates not accepted for payment (and accompanying documents, as
appropriate) will be mailed to the address(es) of the registered holder(s)
appearing under "Description of Shares Tendered". In the event that both the
Special Payment Instructions and the Special Delivery Instructions are
completed, the check for the purchase price and/or return any Share certificates
not accepted for payment will be issued in the name of, and delivered to the
person(s) so indicated. The undersigned recognizes that the Fund has no
obligation pursuant to the Special Payment Instructions to transfer any Shares
from the name of the registered holder thereof if the Fund does not accept for
payment any of the Shares tendered hereby.

SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8) (See Instructions 1, 6, 7 and 8)

To be completed ONLY if any certificate To be completed ONLY if any
for Shares not purchased, and/or a check certificate for Shares not
for the purchase price of Shares accepted purchased, and/or a check for the
for payment, is to be issued in the name purchase price of Shares accepted
of someone other than the undersigned. for payment and issued in the name
of the registered owner(s), is to
be sent to someone other than the
registered owner(s) or to the
registered owner(s) at an address
other than that shown above.

Issue: [ ] Check to: Mail: [ ] Check to:
[ ] Certificate(s) to [ ] Certificate(s) to:
Name(s): Name(s):

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(Please Print) (Please Print)
Address(es): Address(es):
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-------------------------------------- ---------------------------------
(City, State, Zip Code) (City, State, Zip Code)

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(Tax Identification or Social Security Number(s))

SHAREHOLDER(S) SIGN HERE (SEE
INSTRUCTIONS 1 AND 5) (PLEASE SEE SUBSTITUTE FORM W-9)
(PLEASE PRINT EXCEPT FOR SIGNATURE)
(Signature(s) Exactly as Shares Are Registered)

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(SIGNATURES OF SHAREHOLDER(S))

Dated: _________________ , 2003

Must be signed by registered owner(s) exactly as Shares are
registered. If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the full title. See Instruction 6.
Signature guarantees are required in certain circumstances. See Instruction 1.
By signing this Letter of Transmittal, you represent that you have read the
entire Letter of Transmittal.

Name(s):
------------------------------------------

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(PLEASE PRINT NAME(S) OF OWNER(S) EXACTLY AS SHARES ARE REGISTERED)

(Tax Identification or Social Security Number(s)):
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Daytime Telephone Number, including Area Code:
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 6) (PLEASE PRINT EXCEPT FOR SIGNATURE)
AUTHORIZED SIGNATURE

Name:
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Title:
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Name of Firm:
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Address:
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(include zip code)

Telephone Number, including Area Code
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Dated: ____________________________________________________, 2003

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER

1. GUARANTEE OF SIGNATURES. No signature guarantee is required on this
Letter of Transmittal if (a) this Letter of Transmittal is signed by the
registered holder(s) of Shares tendered hereby (including, for purposes of this
document, any participant in the book-entry transfer facility of The Depository
Trust Company ("DTC") whose name appears on DTC's security position listing as
the owner of Shares), unless such holder(s) has completed either the box
entitled "Special Payment Instructions" or the box entitled "Special Delivery
Instructions" included in this Letter of Transmittal, or (b) the Shares are
tendered for the account of a firm (an "Eligible Institution") which is a
broker, dealer, commercial bank, credit union, savings association or other
entity which is a member in good standing of a stock transfer association's
approved medallion program (such as STAMP, SEMP or MSP). In all other cases, all
signatures on this Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 6.

2. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter of
Transmittal is to be used (a) if Shares are to be forwarded herewith, or (b) if
tenders are to be made by book-entry transfer to the account maintained by the
Depositary pursuant to the procedure set forth in Section 4 of the Offer to
Purchase.

THE METHOD OF DELIVERY OF ANY DOCUMENTS, INCLUDING SHARE CERTIFICATES,
THIS LETTER OF TRANSMITTAL, AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY
THROUGH ANY BOOK-ENTRY TRANSFER FACILITY IS AT THE OPTION AND SOLE RISK OF THE
TENDERING SHAREHOLDER. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.

Delivery will be deemed made only when actually received by the
Depositary. If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. Shareholders have the
responsibility to cause their Shares (in proper certificated or uncertificated
form), this Letter of Transmittal properly completed and bearing original
signature(s) and the original of any required signature guarantee(s), any other
documents required by this Letter of Transmittal to be timely delivered in
accordance with the Offer.

The Fund will not accept any alternative, conditional or contingent
tenders. All tendering shareholders, brokers, dealers, commercial banks, trust
companies and other nominees, by execution of this Letter of Transmittal, waive
any right to receive any notice of the acceptance of their tender.

3. LOST CERTIFICATES. In the event that any shareholder is unable to
deliver to the Depositary the Certificate(s) representing his, her or its Shares
due to the loss or destruction of such Certificate(s), such fact should be
indicated on the face of this Letter of Transmittal. In such case, the
stockholder should also contact the Depositary, at (800) 426-5523, to report the
lost securities. The Depositary will forward additional documentation which such
stockholder must complete in order to effectively surrender such lost or
destroyed Certificate(s) (including affidavits of loss and indemnity bonds in
lieu thereof). There may be a fee in respect of lost or destroyed Certificates,
but surrenders hereunder regarding such lost certificates will be processed only
after such documentation has been submitted to and approved by the Depositary.

4. INADEQUATE SPACE. If the space provided in any of the boxes to be
completed is inadequate, the necessary information should be listed on a
separate schedule signed by all of the required signatories and attached hereto.

5. PRORATION. If more than 4,038,150 Shares are duly tendered prior to
the expiration of the Offer (and not timely withdrawn), the Fund will purchase
Shares from tendering shareholders, in accordance with the terms and subject to
the conditions specified in the Offer to Purchase, on a PRO RATA basis in
accordance with the number of Shares duly tendered by each shareholder during
the period the Offer is open (and not timely withdrawn), unless the Fund
determines not to purchase any Shares. Pursuant to Rule 13e-4(f)(3)(i) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Fund
reserves the right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 Shares ("odd lots") and
who tender all their Shares, before prorating Shares tendered by others.
Certificates representing Shares tendered but not purchased will be returned
promptly following the termination, expiration or withdrawal of the Offer,
without further expense to the tendering shareholder.

6. SIGNATURES ON LETTER OF TRANSMITTAL, AUTHORIZATIONS AND
ENDORSEMENTS.

(a) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must correspond with
the name(s) as written on the face of the certificate(s) for the Shares tendered
without alteration, enlargement or any change whatsoever.

(b) If any of the Shares tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.

(c) If any of the tendered Shares are registered in different names
(including Shares attributed to the tendering Shareholder for Federal income tax
purposes under Section 318 of the Code) on several certificates, it is necessary
to complete, sign and submit as many separate Letters of Transmittal as there
are different registrations.

(d) If this Letter of Transmittal or any certificate for Shares
tendered or stock powers relating to Shares tendered are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Fund of their authority so to act must be submitted.

(e) If this Letter of Transmittal is signed by the registered
holder(s) of the Shares transmitted hereby, no endorsements of certificates or
separate stock powers are required unless payment is to be made to, or
certificates for Shares not purchased are to be issued in the name of, a person
other than the registered holder(s). SIGNATURES ON SUCH CERTIFICATES OR STOCK
POWERS MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.

(f) If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the certificate(s) listed thereon, the certificate(s)
must be endorsed or accompanied by appropriate stock powers, in either case
signed exactly as the name(s) of the registered holder(s) appear(s) on the
certificate(s) for the Shares involved. Signatures on such certificates or stock
powers must be guaranteed by an Eligible Institution.

7. TRANSFER TAXES. The Fund will pay any transfer taxes payable on the
transfer to it of Shares purchased pursuant to the Offer, provided, however,
that if (a) payment of the Purchase Price is to be made to, or (in the
circumstances permitted by the Offer) unpurchased Shares are to be registered in
the name(s) of, any person(s) other than the registered owner(s), or (b) if any
tendered certificate(s) are registered, or the Shares tendered are otherwise
held, in the name(s) of any person(s) other than the registered owner, the
amount of any transfer taxes (whether imposed on the registered owner(s) or such
other person(s)) payable on account of the transfer to such person(s) will be
deducted from the Purchase Price unless satisfactory evidence of the payment of
such taxes, or exemption therefrom, is submitted herewith.

8. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If certificate(s) for
unpurchased Shares and/or check(s) are to be issued in the name of a person
other than the registered owner(s) or if such certificate(s) and/or check(s) are
to be sent to someone other than the registered owner(s) or to the registered
owner(s) at a different address, the captioned boxes "Special Payment
Instructions" and/or "Special Delivery Instructions" in this Letter of
Transmittal must be completed.

9. DETERMINATIONS OF VALIDITY. All questions as to the validity, form,
eligibility (including time of receipt) and acceptance of tenders will be
determined by the Fund, in its sole discretion, which determination shall be
final and binding. The Fund reserves the absolute right to reject any or all
tenders determined not to be in appropriate form or to refuse to accept for
payment, purchase or pay for, any Shares if, in the opinion of the Fund's
counsel, accepting, purchasing or paying for such Shares would be unlawful. The
Fund also reserves the absolute right to waive any of the conditions of the
Offer or any defect in any tender, whether generally or with respect to any
particular Share(s) or shareholder(s). The Fund's interpretations of the terms
and conditions of the Offer (including these instructions) shall be final and
binding.

NEITHER THE FUND, ITS BOARD OF DIRECTORS, THE DEPOSITARY NOR ANY OTHER
PERSON IS OR WILL BE OBLIGATED TO GIVE ANY NOTICE OF ANY DEFECT OR IRREGULARITY
IN ANY TENDER, AND NONE OF THEM WILL INCUR ANY LIABILITY FOR FAILURE TO GIVE ANY
SUCH NOTICE.

10. QUESTIONS AND REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Depositary at the
mailing address provided above or by telephoning (800) 426-5523. Requests for
additional copies of the Offer to Purchase and this Letter of Transmittal may be
directed to EquiServe Trust Company, N.A., the Information Agent, by telephoning
(800) 426-5523. Shareholders who do not own Shares directly may also obtain such
information and copies from their broker, dealer, commercial bank, trust company
or other nominee. Shareholders who do not own Shares directly are required to
tender their Shares through their broker, dealer, commercial bank, trust company
or other nominee and should NOT submit this Letter of Transmittal to the
Depositary.

11. RESTRICTION ON SHORT SALES. Section 14(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14e-4
promulgated thereunder, make it unlawful for any person, acting alone or in
concert with others, to tender Shares in a partial tender offer for such
person's own account unless at the time of tender, and at the time the Shares
are accepted for payment, the person tendering has a "net long position" equal
to or greater than the amount tendered in (a) Shares, and will deliver or cause
to be delivered such Shares for the purpose of tender to the person making the
Offer within the period specified in the Offer, or (b) an equivalent security
and, upon acceptance of his or her tender, will acquire Shares by conversion,
exchange, or exercise of such equivalent security to the extent required by the
terms of the Offer, and will deliver or cause to be delivered the Shares so
acquired for the purpose of tender to the Fund prior to or on the Expiration
Date. Section 14(e) and Rule 14e-4 provide a similar restriction applicable to
the tender or guarantee of a tender on behalf of another person.

The acceptance of Shares by the Fund for payment will constitute a
binding agreement between the tendering shareholder and the Fund upon the terms
and subject to the conditions of the Offer, including the tendering
shareholder's representation that the shareholder has a "net long position" in
the Shares being tendered within the meaning of Rule 14e-4 and that the tender
of such Shares complies with Rule 14e-4.

12. CERTAIN WITHHOLDING TAXES. Under the U.S. federal income tax laws,
the Depositary may be required to withhold 28% of the amount of any payment made
to certain holders pursuant to the Offer. In order to avoid such backup
withholding tax, each tendering U.S. shareholder who has not already submitted a
correct, completed and signed Form W-9 or Substitute Form W-9 to the Fund should
provide the Depositary with the shareholder's correct taxpayer identification
number ("TIN") by completing a Substitute Form W-9, a copy of which is included
in this Letter of Transmittal. In general, if a U.S. shareholder is an
individual, the TIN is the individual's Social Security number. If the
Depositary is not provided with the correct TIN, the U.S. shareholder may be
subject to a penalty imposed by the Internal Revenue Service. Certain U.S.
shareholders (including, among others, all U.S. corporations) are not subject to
these backup withholding and reporting requirements, but should nonetheless
complete a Substitute Form W-9 to avoid the possible erroneous imposition of a
backup withholding tax.

In order for a non-U.S. shareholder to avoid the 28% backup
withholding tax, the non-U.S. shareholder must submit a statement to the
Depositary signed under penalties of perjury attesting as to its non-U.S.
status. A non-U.S. shareholder should submit a completed Form W-8BEN, W-8ECI,
W-8EXP or W-8IMY, copies of and instructions to which are enclosed for such

shareholders. However, to the extent that any portion of the payment of a
non-U.S. shareholder may be treated as a dividend for U.S. federal income tax
purposes, such payment could be subject to a withholding tax at the rate of 30%
(or such lower rate applicable under a tax treaty, as certified on the non-U.S.
shareholder's Form W-8BEN), unless the non-U.S. shareholder submits a Form
W-8ECI or W-8EXP establishing an exemption from such withholding tax.

Backup withholding tax is not an additional federal income tax.
Rather, the federal income tax liability of a person subject to backup
withholding tax will be reduced by the amount of tax withheld. If backup
withholding results in an overpayment of taxes, the shareholder may claim a
refund from the Internal Revenue Service. All shareholders should review the tax
discussion in the Offer and are urged to consult their own tax advisors as to
the specific tax consequences to them of the Offer.

The tax information set forth above is included for general
information only and may not be applicable to the situations of certain
taxpayers.

IMPORTANT: THIS LETTER OF TRANSMITTAL PROPERLY COMPLETED AND BEARING
ORIGINAL SIGNATURE(S) AND THE ORIGINAL OF ANY REQUIRED SIGNATURE GUARANTEE(S),
SHARES (IN PROPER CERTIFICATED OR UNCERTIFICATED FORM) AND OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE DEPOSITARY, OR A PROPERLY COMPLETED AND DULY
EXECUTED NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE DEPOSITARY PRIOR
TO THE EXPIRATION OF THE OFFER

Payer's Name: EquiServe Trust Company, N.A., Depository

SUBSTITUTE Part 1: Please provide your TIN in the Social Security Number
FORM W-9 box at the right and certify by Or
signing and dating below: Employer Identification
Number

-------------------------------- -------------------------
Department of the
Treasury Name: ________________________________________________
Internal Revenue (Please Print)
Service

Address: _____________________________________________
(Include zip code)

UNDER PENALTIES OF PERJURY, I CERTIFY THAT (1) THE
NUMBER SHOWN ON THIS FORM IS MY CORRECT TAXPAYER
IDENTIFICATION NUMBER, AND (2) I AM NOT SUBJECT TO
BACKUP WITHHOLDING BECAUSE (A) I AM EXEMPT FROM BACKUP
WITHHOLDING, OR (B) I HAVE NOT BEEN NOTIFIED BY THE
INTERNAL REVENUE SERVICE ("IRS") THAT I AM SUBJECT TO
BACKUP WITHHOLDING, AS A RESULT OF A FAILURE TO REPORT
ALL INTEREST OR DIVIDENDS, OR (C) THE IRS HAS NOTIFIED
ME THAT I AM NO LONGER SUBJECT TO BACKUP WITHHOLDING*,
AND (3) I AM A U.S. PERSON (INCLUDING A U.S. RESIDENT
ALIEN).

Payer's Request

Signature: ___________________________ Date: ______________

---------------
* You must cross out item (2) above if you have been notified by the IRS that
you are currently subject to backup withholding because you have failed to
report all interest and dividends on your tax return.

Exhibit 99.3

NOTICE OF GUARANTEED DELIVERY

REGARDING THE OFFER BY
MEVC DRAPER FISHER JURVETSON FUND I, INC.

TO PURCHASE FOR CASH 4,038,150 OF ITS ISSUED AND OUTSTANDING SHARES
AT 95% OF THE NET ASSET VALUE PER SHARE

This form must be used to accept the Offer (as defined below) if a
Shareholder's certificates for Shares are not immediately available or if time
will not permit the Letter of Transmittal and other required documents to reach
the Depositary on or before the Expiration Date. Each term used in this form
that is not otherwise defined herein shall have the meaning specified in the
Offer to Purchase dated November 26, 2003. This form may be delivered by hand,
overnight courier or mail to the Depositary at the appropriate address set forth
below and must bear original signatures (not photocopies or facsimiles). Tenders
using this form may be made only by or through an Eligible Institution as
defined in Section 4 of the Offer to Purchase.

The Depositary:
EquiServe Trust Company, N.A.

Depositary Addresses:

By First Class Mail: By Registered, By Hand:
Certified or
Express Mail or
Overnight Courier:

EquiServe Trust EquiServe Trust Securities Transfer &
Company, N.A. Company, N.A. Reporting Services, Inc.
Attn: Corporate Actions Attn: Corporate Actions c/o EquiServe Trust
P.O. Box 43025 161 Baystate Drive Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 100 William Street,
Galleria
New York, NY 10038

DEPOSITARY FACSIMILE NUMBER: (781) 380-3388

DEPOSITARY TELEPHONE NUMBER TO CONFIRM RECEIPT OF NOTICES ONLY:
(781) 843-1833, Ext. 200

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE VALID DELIVERY.

Ladies and Gentlemen:

The undersigned hereby tenders to meVC Draper Fisher Jurvetson Fund I, Inc.
(the "Fund"), upon the terms and subject to the conditions set forth in its
Offer to Purchase dated November 26, 2003 and the related Letter of Transmittal
(which together with any amendments or supplements thereto collectively
constitute the "Offer"), receipt of which are hereby acknowledged, the number of
Shares specified below pursuant to the guaranteed delivery procedures set forth
in Section 4 of the Offer to Purchase.

(Please Print Except for Signature(s))

Number of Shares Tendered:
---------------------

Certificate Nos. (if available): Name(s) of Record Holder(s):

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

If Shares will be tendered by DTC Participant Number:
book-entry transfer to The
Depository Trust Company, ---------------------------------------
please check box: --- ---------------------------------------
/ / Telephone Number, including Area Code:
---
---------------------------------------

---------------------------------------
Dated: __________, 2003 Signature(s)

Individual(s): Entity:

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

Name of Firm:

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

Authorized Signature:

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

Name:

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

Title:

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

-2-

GUARANTEE

The undersigned, an Eligible Institution as defined in Section 4 of the
Offer to Purchase, hereby, with respect to the Shares tendered hereby pursuant
to the guaranteed delivery procedures set forth in Section 4 of the Offer to
Purchase: (a) represents that the person(s) named on the previous page "own(s)"
such Shares within the meaning of Rule 14e-4 under the Securities Exchange Act
of 1934, as amended; (b) represents that the tender of such Shares complies with
Rule 14e-4; and (c) guarantees to deliver to the Depositary certificates
representing such Shares, in proper form for transfer (or to tender Shares
pursuant to the procedure for book-entry transfer into the Depositary's account
at The Depository Trust Company if so specified on the foregoing page), together
with a properly completed and duly executed Letter of Transmittal with any
required signature guarantees and any other required documents prior to
5:00 p.m. (Eastern Time) on the third New York Stock Exchange trading day after
the date of execution of this Guarantee.

(Please Print Except for Signature)

Name of Firm:

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

Authorized Signature:

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

Name:

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

Title:

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

Address:

-------------------------------------------------------------------------------
(Include Zip Code)

-------------------------------------------------------------------------------
Telephone Number, including Area Code

Dated:

-------------, 2003

-3-

Exhibit 99.4

FORM OF LETTER TO BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
REGARDING THE OFFER BY

MEVC DRAPER FISHER JURVETSON FUND I, INC.

TO PURCHASE FOR CASH 4,038,150 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF THE NET ASSET VALUE PER SHARE

TO BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEES:

Pursuant to your request, we are enclosing the material listed below
relating to the offer by meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund")
to purchase 4,038,150 of its issued and outstanding shares of common stock, par
value $0.01 per share ("Shares"), for cash at a price equal to 95% of the
unaudited net asset value determined as of the close of the regular trading
session of the New York Stock Exchange (the "NYSE") on the date the offer
expires, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated November 26, 2003 and the related Letter of Transmittal (which
together with any amendments or supplements thereto collectively constitute the
"Offer"). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON DECEMBER 31, 2003,
UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is extended beyond
December 31, 2003, the purchase price for Shares will be 95% of their net asset
value determined as of the close of the regular trading session of the NYSE on
the date of the new Expiration Date.

The following documents are enclosed:

(1) Offer to Purchase dated November 26, 2003;

(2) Letter of Transmittal to be used to tender Shares;

(3) Notice of Guaranteed Delivery; and

(4) Form of Letter to Clients, which may be sent upon
request for information by your clients for whose
account you hold Shares registered in your name (or
in the name of your nominee).

No fees or commissions will be payable to brokers, dealers or
other persons for soliciting tenders of Shares pursuant to the Offer. The Fund
will pay all transfer taxes on its purchase of Shares, subject to Instruction 7
of the Letter of Transmittal. Backup withholding tax at a 28% rate may be
required unless an exemption is proved or unless you provide, or have previously
provided a completed Form W-9, substitute Form W-9 or other applicable form to
the Fund or the Depositary. Certain withholdings may also apply with respect to
payments to non-U.S. shareholders. See Instruction 12 of the Letter of
Transmittal.

The Offer is not being made to (nor will tenders be accepted from
or on behalf of) shareholders in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer shall be
deemed to be made on behalf of the Fund by one or more registered brokers or
dealers licensed under the laws of that jurisdiction.

Additional copies of the enclosed material may be obtained from
EquiServe Trust Company, N.A., the Information Agent, in the manner indicated in
the Offer to Purchase. Any questions you have with respect to the Offer should
also be directed to the Information Agent.

Very truly yours,

MEVC DRAPER FISHER JURVETSON FUND I, INC.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON AS THE AGENT OF EITHER THE FUND OR THE DEPOSITARY OR AUTHORIZE
YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS WITH RESPECT TO THE OFFER, OTHER
THAN THE STATEMENTS SPECIFICALLY SET FORTH IN THE OFFER TO PURCHASE AND THE
LETTER OF TRANSMITTAL, OR TO DISTRIBUTE ANY MATERIAL WITH RESPECT TO THE OFFER
OTHER THAN AS SPECIFICALLY AUTHORIZED HEREIN.

Exhibit 99.5

FORM OF LETTER TO CLIENTS OF BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES
REGARDING THE OFFER BY

MEVC DRAPER FISHER JURVETSON FUND I, INC.

TO PURCHASE FOR CASH 4,038,150 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF THE NET ASSET VALUE PER SHARE

To Our Clients:

Pursuant to your request, enclosed for your consideration are
the Offer to Purchase dated November 26, 2003 of meVC Draper Fisher Jurvetson
Fund I, Inc. (the "Fund") and the related Letter of Transmittal pursuant to
which the Fund is offering to purchase 4,038,150 shares of its issued and
outstanding common stock, par value $0.01 per share ("Shares"), for cash at a
price equal to 95% of their unaudited net asset value determined as of the close
of the regular trading session of the New York Stock Exchange (the "NYSE") on
the date the offer expires, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated November 26, 2003 and the related Letter of
Transmittal (which together with any amendments or supplements thereto
collectively constitute the "Offer"). THE OFFER EXPIRES AT 5:00 P.M. EASTERN
TIME ON DECEMBER 31, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer
is extended beyond December 31, 2003, the purchase price for Shares will be 95%
of the unaudited net asset value per Share determined as of the close of the
regular trading session of the NYSE on the new Expiration Date, as extended.

The Offer to Purchase and the Letter of Transmittal are being
forwarded to you as the beneficial owner of Shares held by us for your account
but not registered in your name. WE ARE SENDING YOU THE LETTER OF TRANSMITTAL
FOR YOUR INFORMATION ONLY; YOU CANNOT USE IT TO TENDER SHARES WE HOLD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND ONLY PURSUANT TO YOUR INSTRUCTIONS.

Your attention is called to the following:

1. Unless extended, the Offer expires at 5:00 p.m.
(Eastern Time) on December 31, 2003.

2. The Offer is subject to certain conditions set forth
in the Offer to Purchase. Under certain
circumstances, the Fund will not be required to
accept for payment, purchase or pay for any Shares
tendered, and the Fund may also amend, extend or
terminate the Offer.

3. If more than 4,038,150 Shares are duly tendered (and not
timely withdrawn), the Fund will purchase Shares from
tendering shareholders, in accordance with the terms and
subject to the conditions specified in the Offer to
Purchase, on a PRO RATA basis in accordance with the number
of Shares duly tendered by each shareholder during the
period the Offer is open (and not timely withdrawn), unless
the Fund determines not to purchase any Shares. Pursuant to
Rule 13e-4(f)(3)(i) under the Securities Exchange Act of
1934, as amended, the Fund reserves the right to accept all
Shares tendered by persons who own, beneficially or of
record, an

aggregate of less than 100 Shares ("odd lots") and who
tender all their Shares, before prorating Shares tendered
by others.

IF YOU WISH TO HAVE US TENDER YOUR SHARES, PLEASE SO INSTRUCT
US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE
REVERSE SIDE HEREOF. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF ON OR BEFORE THE EXPIRATION OF
THE OFFER. THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON DECEMBER 31, 2003,
UNLESS EXTENDED.

The Offer is not being made to (nor will tenders be accepted
from or on behalf of) holders of Shares in any jurisdiction in which the Offer
or its acceptance would violate the laws of such jurisdiction. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed to be made on
behalf of the Fund by one or more registered brokers or dealers licensed under
the laws of that jurisdiction.

Very truly yours,

INSTRUCTIONS REGARDING THE OFFER BY

MEVC DRAPER FISHER JURVETSON FUND I, INC.

TO PURCHASE FOR CASH 4,038,150 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF THE NET ASSET VALUE PER SHARE

THIS FORM IS NOT TO BE USED TO TENDER SHARES DIRECTLY TO THE
DEPOSITARY. IT SHOULD BE SENT TO YOUR BROKER, DEALER, COMMERCIAL BANK, TRUST
COMPANY OR OTHER NOMINEE IF THAT FIRM IS THE HOLDER OF RECORD OF YOUR SHARES AND
WILL BE EFFECTING THE TENDER ON YOUR BEHALF.

DO NOT COMPLETE THIS FORM IF YOU HAVE DECIDED NOT TO TENDER
YOUR SHARES.

The undersigned acknowledge(s) receipt of your letter and the
accompanying Offer to Purchase dated November 26, 2003 and the related Letter of
Transmittal (which together with any amendments or supplements thereto
collectively constitute the "Offer") in connection with the Offer by meVC Draper
Fisher Jurvetson Fund I, Inc. (the "Fund") to purchase 4,038,150 shares of its
issued and outstanding common stock, par value $0.01 per share ("Shares"), at
95% of the unaudited net asset value per Share as of the close of the regular
trading session of the New York Stock Exchange on the Expiration Date (as
defined in the Offer to Purchase), on the terms and subject to the conditions of
the Offer.

The undersigned hereby instructs you to tender to the Fund
---------------- Shares that are held by you for the account of the undersigned,
upon the terms and subject to the conditions of the Offer.

The undersigned hereby represents and warrants that: (i) the
undersigned has a "net long position" in all Shares being tendered pursuant to
the offer within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended; and (ii) the tender of such Shares complies
with Rule 14e-4.

--------------------------------------------------------------------------------
(Please Print Except for Signature(s)):

--------------------------------------------------------------------------------
Account Number:

--------------------------------------------------------------------------------
Name(s) and Tax Identification or Social Security Number(s) of
Beneficial Owner(s):

--------------------------------------------------------------------------------
Address:

--------------------------------------------------------------------------------
Telephone Number(s) including Area Code(s):

--------------------------------------------------------------------------------
(Signature of beneficial owner)
(Signature of additional beneficial owner, if any)

Exhibit 99.6

FORM OF LETTER TO SHAREHOLDERS WHO HAVE
REQUESTED INFORMATION REGARDING THE OFFER BY

MEVC DRAPER FISHER JURVETSON FUND I, INC.

TO PURCHASE FOR CASH 4,038,150 OF ITS ISSUED AND OUTSTANDING
SHARES AT 95% OF THE NET ASSET VALUE PER SHARE

DEAR SHAREHOLDER:

Pursuant to your request, enclosed for your consideration are
the Offer to Purchase dated November 26, 2003 of meVC Draper Fisher Jurvetson
Fund I, Inc. (the "Fund") and the related Letter of Transmittal pursuant to
which the Fund is offering to purchase 4,038,150 shares of its issued and
outstanding common stock, par value $0.0l per share ("Shares"), for cash at a
price equal to 95% of the unaudited net asset value determined as of the close
of the regular trading session of the New York Stock Exchange (the "NYSE") on
December 31, 2003, upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 26, 2003 and the related Letter of Transmittal
(which together with any amendments or supplements thereto collectively
constitute the "Offer"). THE OFFER EXPIRES AT 5:00 P.M. EASTERN TIME ON
DECEMBER 31, 2003, UNLESS EXTENDED (THE "EXPIRATION DATE"). If the Offer is
extended beyond December 31, 2003, the purchase price for Shares will be their
net asset value determined as of the close of the regular trading session of
the NYSE on the new Expiration Date, as extended.

Neither the Fund nor its Board of Directors is making any
recommendation to any holder of Shares as to whether to tender Shares. Each
shareholder is urged to consult the shareholder's own investment and tax
advisors before deciding whether to tender Shares. If, after considering the
Offer to Purchase and Letter of Transmittal, you wish to tender your Shares
pursuant to the Offer, if you are the record owner of Shares, you should follow
the instructions contained in the Offer to Purchase and Letter of Transmittal,
and, if the Shares are held of record in the name of a broker, dealer,
commercial bank, trust company or other nominee, you should contact that firm to
effect the tender for you.

Your attention is called to the following:

1. Unless extended, the Offer and withdrawal rights expire at
5:00 p.m. (Eastern Time) on December 31, 2003.

2. The Offer is subject to certain conditions set forth in
the Offer to Purchase. Under certain circumstances, the
Fund will not be required to accept for payment, purchase
or pay for any Shares tendered, and the Fund may also
amend, extend or terminate the Offer.

Purchase, on a PRO RATA basis in accordance with the
number of Shares duly tendered by each shareholder during
the period the Offer is open (and not timely withdrawn),
unless the Fund determines not to purchase any Shares.
Pursuant to Rule 13e-4(f)(3)(i) under the Securities
Exchange Act of 1934, as amended, the Fund reserves the
right to accept all Shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100
Shares ("odd lots") and who tender all their Shares,
before prorating Shares tendered by others.

Should you have any other questions concerning the enclosed
material, please contact your broker, dealer, commercial bank, trust company or
other nominee, or call the Depositary at the number indicated in the Offer to
Purchase.

Very truly yours,

MEVC DRAPER FISHER JURVETSON FUND I, INC.

Exhibit 99.7

MVC CAPITAL

CONTACT
Paul Caminiti/Kim Levy/Keil Decker
Citigate Sard Verbinnen
(212) 687-8080

DRAFT NOT FOR IMMEDIATE RELEASE

MVC CAPITAL COMMENCES TENDER OFFER

NEW YORK, NOVEMBER 26, 2003 -- MVC Capital (NYSE: MVC) today commenced
a tender offer to acquire up to twenty-five percent (25%) of its outstanding
shares of common stock at a per share cash purchase price equal to ninety-five
percent (95%) of net asset value per share as of December 31, 2003, the day the
offer expires (or, if the offer is extended, as of the date to which the offer
is extended). In the event that shares tendered exceed 25% of the shares
outstanding, the number of shares purchased will be pro-rated in accordance with
the number of shares tendered by each shareholder. Pursuant to Rule
13e-4(f)(3)(i) under the Securities Exchange Act of 1934, as amended, the Fund
reserves the right to accept all shares tendered by persons who own,
beneficially or of record, an aggregate of less than 100 shares ("odd lots") and
who tender all their shares, before pro-rating shares tendered by others.

This announcement is not an offer to purchase or the solicitation of an
offer to sell shares of the Fund. The tender offer will be made only by the
Offer to Purchase and the related Letter of Transmittal. Shareholders should
read these documents carefully when they are available to investors for free
both at the web site of the Securities and Exchange Commission (www.sec.gov) and
of the Fund (www.mvccapital.com). Neither the offer to purchase shares will be
made to, nor tenders pursuant to the offer to purchase accepted from, or on
behalf of, holders of shares in any jurisdiction in which making or accepting
the offer to purchase would violate that jurisdiction's laws.

MVC Capital is a Business Development Company traded on the New York
Stock Exchange. For additional information about MVC, please contact Kim Levy
or Keil Decker at 212-687-8080.

Exhibit 99.8

MEVC DRAPER FISHER JURVETSON FUND I, INC.
10 Rockefeller Plaza,
New York, NY 10020

November 26, 2003

Dear Shareholder:

meVC Draper Fisher Jurvetson Fund I, Inc. (the "Fund") is
offering to purchase 4,038,150 of its issued and outstanding shares of common
stock at a price equal to 95% of the net asset value per share determined as of
the close of the regular trading session of the New York Stock Exchange on the
date the offer expires (the "Offer").

The Offer is explained in detail in the enclosed Offer to
Purchase and Letter of Transmittal. If you wish to tender your shares,
instructions on how to tender shares are provided in the enclosed materials. I
encourage you to read these materials carefully before making any decision with
respect to the Offer. Neither the Fund nor its Board of Directors makes any
recommendation to any shareholder whether to tender any or all shares.

Please note that the Offer is scheduled to expire at 5:00 p.m.
(Eastern Time) on December 31, 2003, unless extended by the Fund. Questions
regarding the Offer should be directed to EquiServe Trust Company, N.A., the
Information Agent, at (800) 426-5523.

Sincerely,
Michael Tokarz
Chairman and Director

Exhibit 99.9

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER

If you do not have a taxpayer identification number or you do not know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service (the "IRS") and
apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL broker transactions
and interest and dividend payments include the following:

- A corporation.

- A financial institution.

- An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan or a
custodial account under Section 403(b)(7).

- The United States or any agency or instrumentality thereof.

- A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.

- An international organization or any agency, or instrumentality thereof.

- A dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.

- A real estate investment trust.

- A common trust fund operated by a bank under section 584(a) of the Code.

- An entity registered at all times during the tax year under the Investment
Company Act of 1940.

- A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to
backup withholding including the following:

- Payments to nonresident aliens subject to withholding under section 1441.

- Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one non-resident alien partner.

- Payments of patronage dividends not paid in money.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

- Payments of interests not generally subject to backup withholding include the
following:

- Payments of interest on obligations issued by individuals.

- Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).

- Payments described in Code section 6049(b)(5) of nonresident aliens.

- Payments on tax-free covenant bonds under section 1451 of the Code.

- Payments made by certain foreign organizations.

- Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible
erroneous backup withholding. ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE
"EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE
PAYER.

PRIVACY ACT NOTICE.-- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of your tax return. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 28% of taxable interest, dividend, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER NAME AND IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- The taxpayer identification number for an individual is the
individual's social security number. Social security numbers have nine digits
separated by two hyphens: i.e., 000-00-0000. The taxpayer identification number
for an entity is the entity's employer identification number. Employer
identification numbers have nine digits separated by only one hyphen: i.e.,
00-0000000. The Table below will help determine the number to give the payor.

GIVE THE NAME AND TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --

1. An individual's account The individual

2. Two or more individuals (joint account) The actual owner of the account
or, if combined funds, any one
of the individuals (1)

3. Husband and wife The actual owners of the account
(joint account) or, if joint funds, either
person (1)

4. Custodian account of a minor (Uniform The minor (2)
Gift to Minors Act)

5. Adult and minor (joint account) The adult or, if the minor is the
only contributor, the minor (1)

6. Account in the name of guardian or The ward, minor, or incompetent
committee for a designated ward, person (3)
minor, or incompetent person

7. a. The usual revocable savings trust The grantor-trustee (1)
account (grantor is also trustee)

b. So-called trust account that is not The actual owner(1)
legal or valid trust under State law

8. Sole proprietorship The owner (4)

9. A valid trust, estate, or pension trust The legal entity (Do not furnish
the identifying number of the
personal representative or
trustee unless the legal entity
itself is not designated in the
account title.) (5)

10. Corporate account The corporation

11. Association, club, religious, The organization
charitable, educational or other
tax-exempt organization account

GIVE THE NAME AND TAXPAYER
FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF --

12. Partnership account The partnership

13. A broker or registered nominee The broker or nominee

14. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a State or
local government, school district,
or prison) that receives agricultural
program payments

(1) List first and circle the name of the person whose number you furnish.

(2) Circle the minor's name and furnish the minor's social security number.

(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.

(4) Show the name of the owner.

(5) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.