SCHEDULE 14A
                                 (RULE 14a-101)
                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
           PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


Filed by the Registrant      [X]
Filed by a Party other than the Registrant      [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement     [ ] Confidential, For Use of the Commission
                                        Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12


                    MEVC DRAPER FISHER JURVETSON FUND I, INC.
                               (D/B/A MVC CAPITAL)
                (Name of Registrant as Specified In Its Charter)


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

Payment of Filing Fee (Check the appropriate box): 
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11. 

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:



<PAGE>

[ ] Fee paid previously with preliminary materials:


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

(1) Amount Previously Paid:


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


(3) Filing Party:


(4) Date Filed:





<PAGE>



                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD MARCH 29, 2004

                    MEVC DRAPER FISHER JURVETSON FUND I, INC.


     NOTICE IS HEREBY  GIVEN  that the annual  meeting  (the  "Meeting")  of the
stockholders  of meVC Draper Fisher  Jurvetson Fund I, Inc.  (d/b/a MVC Capital)
(the  "Fund") will be held at the offices of Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, NY 10022, on March 29, 2004, 10:00 a.m. (Eastern time) for the
following purposes:

         1. to elect five nominees to serve as members of the Board of Directors
            of the Fund;

         2. to approve an amendment to the Fund's Certificate of Incorporation
            changing the name of the Fund from "meVC Draper Fisher Jurvetson
            Fund I, Inc." to "MVC Capital, Inc."; and

         3. to transact such other business as may properly come before the
            meeting or any adjournment thereof.

     These items are discussed in greater detail in the Proxy Statement attached
to this Notice.  Stockholders  of record at the close of business on January 30,
2004  are  entitled  to  receive  notice  of and to  vote at the  Meeting.  Each
stockholder is invited to attend the Meeting in person. If you cannot be present
at the Meeting, we urge you to mark, sign, date and promptly return the enclosed
Proxy Card so that the Meeting can be held and a maximum number of shares may be
voted. If you received more than one Proxy Card,  please be sure to mark,  sign,
date and return each one.

     IT IS IMPORTANT THAT PROXY CARDS BE RETURNED PROMPTLY.

     IF YOU DO NOT EXPECT TO ATTEND THE  MEETING,  YOU ARE URGED TO MARK,  SIGN,
DATE AND  RETURN  WITHOUT  DELAY THE  ENCLOSED  PROXY  CARD(S)  IN THE  ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES, SO THAT YOUR
SHARES MAY BE REPRESENTED AT THE MEETING.  INSTRUCTIONS FOR THE PROPER EXECUTION
OF THE PROXY CARD(S) ARE SET FORTH AT THE END OF THE ATTACHED  PROXY  STATEMENT.
INSTRUCTIONS  FOR TELEPHONE AND INTERNET  VOTING (WHICH MAY BE AVAILABLE TO YOU)
ARE SET FORTH ON THE ENCLOSED PROXY CARD.

     A PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS EXERCISED BY THE SUBSEQUENT
EXECUTION  AND  SUBMISSION  OF A  REVISED  PROXY,  BY GIVING  WRITTEN  NOTICE OF
REVOCATION TO THE FUND AT ANY TIME BEFORE THE PROXY IS EXERCISED OR BY VOTING IN
PERSON AT THE MEETING.


By Order of the Board of Directors,

Michael Tokarz
CHAIRMAN

F
ebruary 26, 2004
Riverview at Purchase
287 Bowman Avenue
3rd Floor
Purchase, NY  10577



<PAGE>


                         ANNUAL MEETING OF STOCKHOLDERS
                                       OF
                    MEVC DRAPER FISHER JURVETSON FUND I, INC.


                                 MARCH 29, 2004

                              RIVERVIEW AT PURCHASE
                                287 BOWMAN AVENUE
                                    3RD FLOOR
                            PURCHASE, NEW YORK 10577
                                 (212) 687-8080


                                 PROXY STATEMENT


     This Proxy  Statement is furnished in connection  with the  solicitation of
proxies by the Board of Directors (the "Board") of meVC Draper Fisher  Jurvetson
Fund I, Inc. (the "Fund") for use at the annual meeting of the  stockholders  of
the Fund (the "Meeting"), to be held at the offices of Schulte Roth & Zabel LLP,
919 Third Avenue,  New York, NY 10022,  on March 29, 2004,  10:00 a.m.  (Eastern
time), and at any adjournment  thereof.  This Proxy Statement,  the accompanying

Notice of Annual  Meeting of  Stockholders,  and the enclosed  Proxy Card(s) are
expected to be mailed on or about February 26, 2004.

     A Proxy Card that is properly  executed  and  returned to the Fund prior to
the  Meeting  will be  voted  as  provided  therein  at the  Meeting  and at any
adjournment thereof. A stockholder  executing and returning a Proxy Card has the
power to revoke it at any time before it is exercised by giving  written  notice
of such  revocation  to the Chairman of the Fund (the  "Chairman").  Signing and
mailing a Proxy  Card will not  affect  your  right to give a later  proxy or to
attend the Meeting and vote your shares in person.

     The Board  intends to bring before the Meeting two  proposals  that are set
forth in the Notice of Annual Meeting of Stockholders  and are described in this
Proxy  Statement.  The persons named as proxies on the enclosed  Proxy Card will
vote all shares  represented by proxies in accordance  with the  instructions of
stockholders  as specified on the Proxy Card.  If no  instruction  is specified,
shares  will be voted:  (i) to elect  each  nominee  to serve as a member of the
Board  (Proposal  1); (ii) FOR the proposal to amend the Fund's  Certificate  of
Incorporation  (Proposal 2); and (iii) in the discretion of the proxies,  on any
other  matter  which may  properly  come before the  Meeting or any  adjournment
thereof.

     In addition to  soliciting  proxies by mail,  officers or  employees of the
Fund may solicit proxies by telephone,  telegraph or in person,  without special
compensation.

     Most  beneficial  owners  whose shares are held in street name will receive
voting instruction forms from their banks, brokers or other agents, rather than

                                       1


<PAGE>


the Fund's Proxy Card. A number of banks and brokerage  firms are  participating
in a  program  that  offers a means  to grant  proxies  to vote  shares  via the
Internet or by  telephone.  If your shares are held in an account with a bank or
broker participating in this program, you may grant a proxy to vote those shares
via the Internet or  telephonically  by using the web site or  telephone  number
shown on the instruction form provided to you by your broker or bank.

     Only  stockholders  of record at the close of  business on January 30, 2004
(the "Record  Date") are entitled to notice of, and to vote at, the Meeting.  On
the Record Date, 12,293,042 shares of the Fund were outstanding.

     Each  stockholder  of record on the Record Date is entitled to one vote for
each share held.

     In the  event  that  a  quorum  is not  present  at the  Meeting  or at any
adjournment thereof, or in the event that a quorum is present at the Meeting but
sufficient  votes to approve one or more of the proposals are not received,  one
or  more  adjournments  of  the  Meeting  may  be  proposed  to  permit  further
solicitation  of proxies.  A  stockholder  vote may be taken with respect to the
Fund on some or all matters  before any such  adjournment if a quorum is present
and  sufficient  votes have been received for  approval.  Any  adjournment  will
require  the  affirmative  vote of a majority of the shares  represented  at the
Meeting in person or by proxy.

     THE FUND HAS  ENCLOSED  A COPY OF THE FUND'S  ANNUAL  REPORT FOR THE FISCAL
YEAR ENDED  OCTOBER 31, 2003 WITH THIS PROXY  STATEMENT.  PLEASE KEEP THE ANNUAL
REPORT FOR YOUR FUTURE REFERENCE.  ADDITIONAL COPIES OF THE ANNUAL REPORT MAY BE
OBTAINED BY WRITING TO THE FUND AT RIVERVIEW AT PURCHASE, 287 BOWMAN AVENUE, 3RD
FLOOR,  PURCHASE,  NEW YORK 10577, OR BY CALLING THE FUND AT (212) 687-8080. THE
FUND'S NEXT QUARTERLY  REPORT ON FORM 10-Q IS SCHEDULED TO BE FILED WITH THE SEC
ON OR BEFORE MARCH 16, 2004.

 
                                  PROPOSAL 1

                              ELECTION OF DIRECTORS

     At the Meeting, stockholders will vote on a proposal to elect five nominees
to serve as  Directors  of the Fund.  The nominees  include  Emilio  Dominianni,
Robert S. Everett, Gerald Hellerman, Robert C. Knapp and Michael Tokarz.

     Each nominee  currently is a member of the Board,  except for Mr.  Everett.
Mr.  Everett  was elected as  Director  at the Fund's  February  28, 2003 Annual
Meeting of Stockholders  (the "2003 Annual  Meeting"),  but declined to serve as
Director because he was appointed to serve as interim Chief Executive Officer of
the Fund. Mr. Everett resigned as interim Chief Executive Officer of the Fund in
November 2003, as a result of Mr. Tokarz's  appointment as Chairman,  the senior
executive officer of the Fund.

     Three  members of the current  Board,  Terry  Feeney,  George W. Karpus and
Bruce W.  Shewmaker  have  informed  the  Board  that  they  will not  stand for
re-election  and, thus,  will not serve on the Board effective as of the date of
the  Meeting.  Mr.  Shewmaker  was  appointed  an officer of the Fund,  Managing
Director,  effective  November 15, 2003,  and will continue to serve the Fund in
such capacity.

                                       2


<PAGE>


     Except for Mr. Tokarz, who was elected as a Director by the Board effective
November 6, 2003, all of the Directors were elected at the 2003 Annual  Meeting,
replacing the previous board in its entirety.

     Although  several  members of the Board were elected to serve terms greater
than one year, the Board has  determined to have each of the present  Directors,
except for Terry  Feeney,  George W.  Karpus and Bruce W.  Shewmaker,  stand for
re-election  at this time.  The Board has  determined  not to fill the vacancies
that would be created by Mr. Karpus' and Mr.  Shewmaker's  decision not to stand
for  re-election  and has thus determined to fix the number of Director seats at
five,  effective  upon the election of the nominees.  (If elected,  Mr.  Everett
would be filling the vacancy created by Mr.  Feeney's  decision not to stand for
re-election.)

     The persons  named as proxies on the  enclosed  Proxy Card  intend,  in the
absence of contrary instructions,  to vote all proxies they are entitled to vote
in  favor  of the  election  of the five  nominees  named  above to serve as the
Directors. Each of the nominees has consented to stand for election and to serve
if elected.  If elected,  a nominee  will serve for a term of one year until the
next annual meeting of  stockholders  after his or her election.  If any nominee
should be unable to serve,  an event that is not now  anticipated,  the  persons
named as proxies will vote for such replacement nominee as may be recommended by
the presently serving Directors.

     Information  regarding the nominees and the officers of the Fund, including
brief biographical information, is set forth below.


<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

NOMINEES FOR INDEPENDENT DIRECTORS

Emilio A. Dominianni          Director      1 year/1year        Mr. Dominianni is a             None*          See column (4)
                                                                retired Partner of, and
Riverview at Purchase                                           is currently a
287 Bowman Avenue                                               Consultant to, the law
3rd Floor                                                       firm of Coudert Brothers
Purchase, NY  10577                                             LLP.  He is also a
                                                                Consultant to Air
Age: 72                                                         Liquide America Corp.,
                                                                an industrial gas
                                                                corporation.  Mr.
                                                                Dominianni is Director
                                                                and Secretary of
                                                                American Air Liquide,
                                                                Inc. and Air Liquide
                                                                International Corp.,
                                                                industrial gas
                                                                corporations, and a
                                                                Director of Mouli
                                                                Manufacturing Corp., a
                                                                kitchen utensil supply
                                                                company.
</TABLE>

 
                                      3



<PAGE>



<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

Gerald Hellerman              Director      1 year/1year        Mr. Hellerman has been          None*          See column (4)
                                                                the Principal of
Riverview at Purchase                                           Hellerman Associates, a
287 Bowman Avenue                                               financial and corporate
3rd Floor                                                       consulting firm, since
Purchase, NY  10577                                             the firm's inception in
                                                                1993. He is currently a
Age: 66                                                         Director and President
                                                                of The Mexico Equity and
                                                                Income Fund, Inc., a
                                                                Director of Innovative
                                                                Clinical Solutions,
                                                                Ltd., a company holding
                                                                an investment in a
                                                                privately-owned clinical
                                                                knowledge company in the
                                                                neuropsychiatry illness
                                                                field, a Director of
                                                                Frank's Nursery &
                                                                Crafts, Inc., a company
                                                                operating the nation's
                                                                largest chain of lawn
                                                                and garden retail
                                                                stores, a Director of
                                                                Brantley Capital
                                                                Corporation, and
                                                                President of ICSL.  Mr.
                                                                Hellerman is presently
                                                                serving as
                                                                Manager-Investment
                                                                Advisor for a U.S.
                                                                Department of Justice
                                                                Settlement Trust.  Mr.
                                                                Hellerman has served as
                                                                a Trustee or Director of
                                                                Third Avenue Value
                                                                Trust, a Trustee of
                                                                Third Avenue Variable
                                                                Series Trust, and a
                                                                Director of Clemente
                                                                Global Growth Fund, Inc.
</TABLE>

                                       4

<PAGE>



<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

Robert C. Knapp               Director      1 year/1year        Mr. Knapp is a Managing         None*          See column (4)
                                                                Director of  Millennium
Millenco, L.P.                                                  Partners.  He is also a
666 Fifth Avenue, 8th Floor                                     Director of the Vietnam
New York, NY  10103                                             Opportunity Fund, a
                                                                Cayman Islands private
Age: 37                                                         equity fund listed on
                                                                the London Stock
                                                                Exchange, and the First
                                                                Hungary Fund, a Channel
                                                                Islands private equity
                                                                fund.  In 2001 and 2002,
                                                                he served as a Director
                                                                of Vietnam Frontier
                                                                Fund, a Cayman Islands
                                                                investment company.

Robert S. Everett             Director      1 year/no time      Mr. Everett is a                None*          See column (4)
                                            served              Managing Director of
Everett & Solsvig, Inc.                                         Everett & Solsvig, Inc.,
10 Rockefeller Plaza                                            a firm that assists
Suite 815                                                       equity and debt holders
New York, NY 10020                                              who own positions in
                                                                troubled companies.  He
Age: 40                                                         also is currently
                                                                serving as Chief
                                                                Restructuring Officer of
                                                                Cornerstone Propane
                                                                Partners, L.P., a
                                                                propane distribution
                                                                company, and is an
                                                                Officer of its
                                                                subsidiary, Cornerstone
                                                                Propane, L.P.  Mr.
                                                                Everett is also a
                                                                Director of Kriton
                                                                Medical Inc, Pangborn
                                                                Corp., CSS Holdings
                                                                Corp, and Calimet Coach
                                                                Company.  Mr. Everett
                                                                has previously founded
                                                                Kulen Capital, L.P., a
                                                                middle market private
                                                                investment fund, and has
                                                                served as Managing
                                                                Director of Kulen
                                                                Capital Corp.  He served
                                                                as interim Chief
                                                                Executive Officer of the
                                                                Fund from March 2003
                                                                until November 2003.
</TABLE>


                                       5

<PAGE>



<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

OFFICER AND NOMINEE FOR INTERESTED DIRECTOR

Michael Tokarz**              Director,     1 year/3 months     Mr. Tokarz is Chairman of        None*         See column (4)
                              Chairman,                         The Tokarz Group, a
Riverview at Purchase         and                               private merchant bank,
287 Bowman Avenue             Portfolio                         since 2002.  Prior to
3rd Floor                     Manager                           this, Mr. Tokarz was a
Purchase, NY  10577                                             senior General Partner and
                                                                Administrative Partner at
Age: 54                                                         Kohlberg Kravis Roberts &
                                                                Co., a private equity firm
                                                                specializing in management
                                                                buyouts.  He also
                                                                currently serves on the
                                                                corporate boards of
                                                                Conseco, Inc, Walter
                                                                Industries, Inc., IDEX
                                                                Corporation, Evenflo
                                                                Company, Inc., Spalding
                                                                Holdings Corporation,
                                                                Kamaz Stonewater Control
                                                                Systems, Lomonsov,
                                                                Athleta, Inc. and Apertio
                                                                Ltd.  Mr. Tokarz also
                                                                serves on the Board of the
                                                                University of Illinois
                                                                Foundation and its
                                                                Investment, Nominating and
                                                                Governance Committees and
                                                                as Chairman for Illinois
                                                                Emerging Technology Fund.
</TABLE>


                                       6

<PAGE>



<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

OFFICERS

Bruce W. Shewmaker            Managing      Indefinite term/    Mr. Shewmaker serves as          None*         See column (4)
                              Director      more than 1 month   Advisor to Crossbow
Riverview at Purchase         (Director     (Served as          Ventures Inc, a
287 Bowman Avenue             until the     Director for        non-registered investment
3rd Floor                     date of the   approximately       management company.  Until
Purchase, NY  10577           Meeting)      1 year)             June 2003, he has served
                                                                as Managing Director of
Age: 58                                                         Crossbow Ventures Inc, and
                                                                a Vice President of
                                                                Crossbow Venture Partners
                                                                Corp., the general partner
                                                                of Crossbow Venture
                                                                Partners LP, a licensed
                                                                small business investment
                                                                company.  He also has
                                                                served as a Director of
                                                                the following Crossbow
                                                                portfolio companies: Berdy
                                                                Medical Systems, Inc., an
                                                                electronic patient record
                                                                software company; eMotion,
                                                                Inc., a digital media
                                                                management software
                                                                company; Atlantis
                                                                Technologies, Inc., a
                                                                water technology holding
                                                                company; Direct Capital
                                                                Markets, Inc., an
                                                                electronic financial
                                                                services company; and
                                                                ResQNet.com, Inc., a
                                                                web-enabling legacy
                                                                solutions company.  Mr.
                                                                Shewmaker is also a
                                                                co-founder and Director of
                                                                Infrared Imaging Systems,
                                                                Inc., a medical devices
                                                                company.  From 1999 to
                                                                2001, he was a Managing
                                                                Director of E*Offering
                                                                Corp., an investment
                                                                banking firm which merged
                                                                into Wit SoundView Group
                                                                in 2000.  He has also
                                                                served as a General
                                                                Partner of ML Oklahoma
                                                                Venture Partners, L.P., a
                                                                business development
                                                                company.
</TABLE>

                                       7

<PAGE>



<TABLE>
<CAPTION>
                                                                                                 (5)
                                                                                              NUMBER OF
                                                                                            PORTFOLIOS IN           (6)
                                  (2)                                                       FUND COMPLEX           OTHER
                              POSITION(S)          (3)                                       OVERSEEN BY       DIRECTORSHIPS
                                 HELD        TERM OF OFFICE/               (4)               DIRECTOR OR      HELD BY DIRECTOR
         (1)                   WITH THE         LENGTH OF       PRINCIPAL OCCUPATION(S)      NOMINEE FOR       OR NOMINEE FOR 
 NAME, ADDRESS AND AGE           FUND          TIME SERVED        DURING PAST 5 YEARS         DIRECTOR            DIRECTOR
------------------------      ----------     ---------------    ----------------------      -------------     ----------------
<S>                           <C>            <C>                <C>                         <C>               <C>

Frances Rebecca Spark         Principal     Indefinite term/    Ms. Spark has served as          None*              None
                              Financial     approximately 1     Principal of Spark
Riverview at Purchase         Officer       month               Consulting LLC, a
287 Bowman Avenue                                               consulting company, since
3rd Floor                                                       1999.
Purchase, NY  10577

Age: 45

Jaclyn Lauren Shapiro         Secretary     Indefinite term/    Ms. Shapiro has worked in        None*              None
                                            less than 1 month   the Fund as Portfolio
Riverview at Purchase                                           Development Manager since
287 Bowman Avenue                                               August 2002.  Prior to
3rd Floor                                                       that, she was an Associate
Purchase, NY  10577                                             and Business Manager with
                                                                Draper Fisher Jurvetson
Age: 25                                                         meVC Management Co. LLC,
                                                                the former investment
                                                                sub-adviser to the Fund,
                                                                and an Associate at
                                                                Newmark & Bank
                                                                Company/ONCOR
                                                                International, Inc., a
                                                                commercial real estate
                                                                company.
</TABLE>

*   Other than the Fund.
**  Mr. Tokarz is an Interested Director because he serves as an officer of the
    Fund.



     BOARD MEETINGS AND COMMITTEES.

     The Board  currently  has an Audit  Committee,  a  Valuation  Committee,  a
Nominating/Corporate  Governance  Committee and a  Compensation  Committee.  The
Board has adopted a written charter for the Audit Committee,  a copy of which is
attached to this Proxy Statement as Exhibit A.

     The current members of the Audit Committee are Messrs.  Dominianni,  Feeney
and Hellerman,  each of whom is an independent audit committee member as defined
in Sections 303.01 (B)(2)(a) and (3) of the NYSE's listing  standards and is not
an  "interested  person," as defined by the  Investment  Company Act of 1940, as
amended  (the  "1940  Act"),  of the Fund  (the  "Independent  Directors").  Mr.
Hellerman is the Chairman of the Audit Committee.  The Audit Committee's primary
purposes are:

     o    oversight  responsibility  with  respect  to: (a) the  adequacy of the
          Fund's  accounting  and financial  reporting  processes,  policies and
          practices;  (b) the integrity of the Fund's  financial  statements and
          the independent audit thereof;  (c) the adequacy of the Fund's overall
          system of internal controls and, as appropriate, the internal controls
          of certain service  providers;  (d) the Fund's compliance with certain
          legal and regulatory
 
                                      8

<PAGE>


          requirements;  (e) determining the  qualification  and independence of
          the Fund's  independent  auditors;  and (f) the Fund's  internal audit
          function, if any; and

     o    oversight of the  preparation of any report required to be prepared by
          the  Committee  pursuant to the rules of the  Securities  and Exchange
          Commission  ("SEC") for inclusion in the Fund's annual proxy statement
          with respect to the election of directors.

     The most recent  fiscal year of the Fund ended on October 31, 2003.  During
that fiscal year,  the Audit  Committee  held seven (7) meetings.  In connection
with the Fund's audited  financial  statements for the fiscal year ended October
31, 2003, the Audit Committee has: (i) reviewed and discussed the Fund's audited
financial  statements for the fiscal year ended October 31, 2003; (ii) discussed
with  Ernst & Young LLP  ("E&Y"),  the  independent  auditors  of the Fund,  the
matters  required to be discussed by Statements on Auditing  Standards (SAS) No.
61  (Codification  of  Statements  on Auditing  Standards,  AU ss.  380);  (iii)
received the written disclosureS and a letter from E&Y regarding,  and discussed
with E&Y, its  independence;  and (iv) recommended to the Board that the audited
financial  statements of the Fund for the fiscal year ended October 31, 2003, be
included in the Fund's Annual Report to Stockholders for filing with the SEC.

     During the fiscal year ended  October 31, 2003,  the Board  (following  its
election in February 2003) held 12 meetings.  For that fiscal year,  each of the
nominees  that are  incumbent  Directors  attended at least 75% of the aggregate
number of  meetings  of the Board and any  committee  of the Board on which such
nominee served.  Currently,  71% of the Directors are Independent Directors.  If
all of the nominees are elected by stockholders,  that percentage would increase
to 80%.

     The Valuation Committee, the principal purpose of which is to determine the
fair values of  securities in the Fund's  portfolio for which market  quotations
are not readily available,  is currently comprised of Messrs.  Hellerman,  Knapp
and Shewmaker.  The current Valuation Committee members began serving as such as
of March 13, 2003. The Valuation  Committee  held seven (7) meetings  during the
fiscal year ended October 31, 2003.

     The Nominating/Corporate Governance Committee (the "Nominating Committee"),
the principal purposes of which are to consider and nominate persons to serve as
Independent  Directors and oversee the  composition  and governance of the Board
and its  committees,  is currently  comprised of Messrs.  Hellerman,  Karpus and
Knapp,  each of whom is an Independent  Director.  The Nominating  Committee was
established  in January  2004.  The Board has adopted a written  charter for the
Nominating Committee (the "Charter").  A copy of the Charter is available on the
Fund's web site at http://www.mvccapital.com.

     The  Nominating   Committee  considers  director  candidates  nominated  by
stockholders in accordance with procedures set forth in the Fund's By-Laws.  The
Fund's By-Laws provide that nominations may be made by any stockholder of record
of the Fund  entitled  to vote  for the  election  of  directors  at a  meeting,
provided that such  nominations are made pursuant to timely notice in writing to
the  Secretary  of the  Fund.  The  Nominating  Committee  then  determines  the
eligibility of any nominated  candidate based on criteria described below. To be
timely,

                                       9


<PAGE>


a stockholder's  notice must be received at the principal  executive  offices of
the Fund not less than 60 days nor more than 90 days prior to the scheduled date
of a meeting. A stockholder's notice to the Secretary shall set forth: (a) as to
each  stockholder-proposed  nominee,  (i) the name,  age,  business  address and
residence address of the nominee, (ii) the principal occupation or employment of
the nominee,  (iii) the class,  series and number of shares of capital  stock of
the Fund that are owned beneficially by the nominee,  (iv) a statement as to the
nominee's citizenship, and (v) any other information relating to the person that
is required  to be  disclosed  in  solicitations  for  proxies  for  election of
directors  pursuant to Section 14 of the  Securities  Exchange  Act of 1934,  as
amended, and the rules and regulations  promulgated thereunder (the "1934 Act");
and (b) as to the stockholder giving the notice, (i) the name and record address
of the  stockholder  and (ii) the class,  series and number of shares of capital
stock of the corporation  that are owned  beneficially by the  stockholder.  The
Fund or the  Nominating  Committee  may  require a  stockholder  who  proposes a
nominee to furnish any such other  information  as may reasonably be required by
the Fund to  determine  the  eligibility  of the  proposed  nominee  to serve as
director of the Fund.

     In  addition,   the  Nominating   Committee  considers  potential  director
candidates  with  input  from  various  sources,  which  can  include:   current
Directors,  members of the  management  team,  or an outside  search  firm.  Mr.
Everett,  the only nominee not currently serving as a Director,  was recommended
to serve as a Board  member by all of the  Independent  Directors as well as the
Chairman.   (Indeed,  as  previously  discussed,  Mr.  Everett  was  elected  by
stockholders to serve as a Director at the 2003 Annual  Meeting.) The Nominating
Committee  seeks to  identify  candidates  that  possess,  in its  view,  strong
character,  judgment,  business experience and acumen. As a minimum requirement,
any  eligible  candidate  who is not  proposed to serve as an "inside  Director"
(I.E.,  a candidate  who is not employed or proposed to be employed by the Fund)
must not be an "interested person," as defined by the 1940 Act, of the Fund. The
Nominating  Committee  also  considers,   among  other  factors,  certain  other
relationships  (beyond  those  delineated in the 1940 Act) that might impair the
independence of a proposed Director.

     The Compensation Committee, the principal purpose of which is to review and
set the  compensation of the Independent  Directors,  is currently  comprised of
Messrs.  Hellerman and Karpus.  The  Compensation  Committee was  established in
March 2003. The  Compensation  Committee held two (2) meetings during the fiscal
year ended October 31, 2003.

     The Board, including all of the Independent Directors, has adopted a policy
that any communications by stockholders intended for the Board should be sent to
the Fund at the address listed on the first page hereof and, if management deems
it  appropriate,  it will  forward  any  such  communication  to the  Board  (or
applicable  Board  member) or disclose it to the Board (or Board  member) at its
next regular meeting.

     The Board has adopted a policy that encourages all Directors, to the extent
reasonable and practicable,  to attend the Fund's annual stockholders'  meetings
in person.  (The current  Directors  were not yet serving as such at the time of
the last annual meeting.)

                                       10


<PAGE>


     DIRECTOR COMPENSATION.

     The  following   table  sets  forth  certain   information   regarding  the
compensation  received by Directors  for the fiscal year ended  October 31, 2003
from  the  Fund.  No  compensation  is paid by the  Fund  to  Directors  who are
"interested  persons," as defined by the 1940 Act, of the Fund. (The Fund is not
part  of any  Fund  Complex.)  One  director  listed  on the  table  below,  Mr.
Shewmaker,  is no longer an Independent Director,  since he became an interested
person of the Fund when he was appointed Managing  Director,  effective November
15, 2003. As of that date, he ceased to receive compensation as a Director.



                               COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                     (3)                 (4)                  (5) 
                                                 PENSION OR           ESTIMATED       TOTAL COMPENSATION
                               (2)               RETIREMENT             ANNUAL            FROM FUND
          (1)              AGGREGATE          BENEFITS ACCRUED         BENEFITS            AND FUND
  NAME OF PERSON,        COMPENSATION          AS PART OF FUND          UPON             COMPLEX PAID TO
     POSITION              FROM FUND              EXPENSES            RETIREMENT           DIRECTORS
--------------------   -----------------    -------------------    ----------------   -------------------
<S>                    <C>                  <C>                    <C>                <C>

Emilio Dominianni         $49,250                    None               None              $49,250

Terry Feeney               38,750                    None               None               38,750

Gerald Hellerman           74,750                    None               None               74,750

George W. Karpus           35,500                    None               None               35,500

Robert C. Knapp            60,500                    None               None               60,500

Bruce W. Shewmaker*        70,000                    None               None               70,000

</TABLE>



     * Mr.  Shewmaker is no longer an Independent  Director,  since he became an
interested  person of the Fund when he was  appointed  Managing  Director  as of
November  2003.  As of November  2003, he ceased to receive  compensation  as an
Independent Director.  Mr. Shewmaker's  compensation also reflects fees received
for service to the Fund's  Investment  Committee  during the months of September
and October 2003.  Those fees include a per-diem fee of $2,000.  The  Investment
Committee was  established  principally  for the purpose of analyzing  potential
investment opportunities relating to the Fund's existing investments.  The Board
has  since  determined  to  eliminate  this  Committee  in light  of the  Fund's
retention of Mr.  Tokarz.  It is expected that in the fiscal year ending October
31, 2004, Mr.  Shewmaker's base  compensation  from the Fund for his services as
Managing Director could approximate $150,000.

     At a meeting  of the Board  held on June 6,  2003,  the Board  reduced  the
annual retainer and per-meeting fees payable to Independent Directors by 50% for
the period from July 1 to October 31,  2003.  Subsequently,  at a meeting of the
Board held on January 29, 2004,  the Board  extended  this period  indefinitely.
Currently  (I.E.,  taking into  account  the 50%  reduction),  each  Independent
Director  is paid an annual  retainer  of  $15,000  and  per-meeting  (including
Committee meetings) fees of $1,250 (or $750 in the case of telephonic  meetings)
by the  Fund,  and  is  reimbursed  by the  Fund  for  reasonable  out-of-pocket
expenses.  The Chairman of each  Committee of the Board  receives an  additional
annual  retainer  of  $1,500.  The  Directors  do not  receive  any  pension  or
retirement benefits from the Fund.

                                       11


<PAGE>

     EXECUTIVE OFFICER COMPENSATION.


     The  following   table  sets  forth  certain   information   regarding  the
compensation received by Mr. Everett for the fiscal year ended October 31, 2003.
(Mr.  Everett  was  the  only  executive  officer  of  the  Fund  that  received
compensation from the Fund in excess of $60,000.)

                               COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                  (3)                 (4)
                                               PENSION OR           ESTIMATED               (5)
                              (2)              RETIREMENT            ANNUAL          TOTAL COMPENSATION
      (1)                  AGGREGATE        BENEFITS ACCRUED        BENEFITS         FROM FUND AND FUND 
 NAME OF PERSON,         COMPENSATION       AS PART OF FUND           UPON            COMPLEX PAID TO
    POSITION               FROM FUND            EXPENSES           RETIREMENT             OFFICERS
<S>                     <C>                <C>                    <C>                <C>


Robert S. Everett,*         $264,000              None               None                 $264,000
Interim Chief
Executive Officer
(until November 2003)
</TABLE>


* Mr. Everett commenced  services as interim Chief Executive Officer of the Fund
on March 6, 2003. The compensation for Mr. Everett's  services  reflected in the
table was paid by the Fund to Everett & Solsvig,  Inc. ("Everett & Solsvig"),  a
consulting  firm of  which  Mr.  Everett  is one of two  partners.  Mr.  Everett
resigned as interim Chief Executive Officer in November 2003. He did not receive
any pension or retirement  benefits  from the Fund.  In addition,  certain other
fees were paid to Everett & Solsvig for the  provision  of other  administrative
services to the Fund. Those fees amounted to $94,250.

     Mr. Tokarz,  Chairman and Portfolio Manager,  joined the Fund following the
end of the  last  fiscal  year  on  November  6,  2003,  and  thus  received  no
compensation  from the Fund during  that year.  Mr.  Tokarz has  entered  into a
compensation  arrangement  with the Fund under which he, as  Portfolio  Manager,
will be compensated by the Fund based upon his positive  performance and will be
paid the lesser  of: (a) 20% of the net income of the Fund for the fiscal  year;
or (b) the  sum of (i) 20% of the net  capital  gains  realized  by the  Fund in
respect of investments made during his tenure as Portfolio  Manager and (ii) the
amount,  if any, by which the Fund's total  expenses for a fiscal year were less
than two percent of the Fund's net assets  (determined as of the last day of the
period).

     Effective  December 8, 2003,  the Fund entered into an operating  lease for
its current principal executive offices located at 287 Bowman Avenue, 3rd Floor,
Purchase, New York 10577, which is scheduled to expire on November 30, 2005. The
building  at 287 Bowman  Avenue is owned by Phoenix  Capital  Partners,  LLC, an
entity which is 97% owned by Mr. Tokarz.  Future payments under this lease total
$110,933,  with annual minimum payments of $49,517 from December 8, 2003 through
October 31, 2004,  $56,682 from November 1, 2004 through  October 31, 2005,  and
$4,734 from November 1, 2005 through November 30, 2005.

     Ms.  Shapiro,  Mr.  Shewmaker  and Ms. Spark  assumed  their  officer roles
following the end of the fiscal year ended October 31, 2003 and,  thus,  are not
identified in the executive officer compensation table.

                                       12


<PAGE>

     DIRECTOR EQUITY OWNERSHIP.

     The following table sets forth, as of the Record Date, with respect to each
Director and nominee,  certain information  regarding the dollar range of equity
securities  beneficially owned in the Fund. The Fund does not belong to a family
of investment companies.



<TABLE>
<CAPTION>


                                                                       (3) 
                                                          AGGREGATE DOLLAR RANGE OF EQUITY
                                      (2)              SECURITIES OF ALL FUNDS OVERSEEN OR TO
           (1)               DOLLAR RANGE OF EQUITY      BE OVERSEEN BY DIRECTOR OR NOMINEE
NAME OF DIRECTOR OR NOMINEE  SECURITIES IN THE FUND       IN FAMILY OF INVESTMENT COMPANIES
---------------------------  ----------------------     -------------------------------------
<S>                          <C>                       <C>

Emilio Dominianni                $0-$10,000                         $0-$10,000

Terry Feeney                        None*                              None*

Gerald Hellerman                 $0-$10,000                         $0-$10,000

George W. Karpus                    None                               None

Robert C. Knapp                     None*                              None*

Robert S. Everett               Over $100,000                      Over $100,000

Michael Tokarz                  Over $100,000                      Over $100,000

Bruce W. Shewmaker               $0-$10,000                         $0-$10,000

</TABLE>



*      Messrs.  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, of the Fund. In addition, Millenco, L.P. holds
196,700  shares of the Fund.  Messrs.  Knapp and Feeney  disclaim all beneficial
ownership in these shares.

                                  VOTE REQUIRED

     THE ELECTION OF THE NOMINEES  REQUIRES THE AFFIRMATIVE  VOTE OF A PLURALITY
OF THE VOTES PRESENT OR REPRESENTED BY PROXY AT THE MEETING AND ENTITLED TO VOTE
ON THE ELECTION OF THE NOMINEES.

 
    The Board recommends a vote "FOR" the election of all of the nominees.

                                       13



<PAGE>


                                   PROPOSAL 2

           APPROVAL OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION
             CHANGING THE NAME OF THE FUND FROM "MEVC DRAPER FISHER
                 JURVETSON FUND I, INC." TO "MVC CAPITAL, INC."

     At a meeting on January 29, 2004, the Board unanimously approved a proposed
amendment to Article I of the Certificate of Incorporation of the Fund to change
the  Fund's  name from  "meVC  Draper  Fisher  Jurvetson  Fund I,  Inc." to "MVC
Capital,  Inc." The Board  believes that this change is in the best interests of
the Fund  because the Fund  currently  operates  under the d/b/a  (I.E.,  "doing
business as") "MVC Capital."  Accordingly,  the Board directed that the proposed
amendment  be  submitted  to a vote  of the  stockholders  at the  Meeting.  The
proposed amendment restates Article I of the Fund's Certificate of Incorporation
as follows:

                                    ARTICLE I

                The name of this corporation is MVC Capital, Inc.

     If approved, the amendment would be effective and implemented as of a date
designated by the Fund's officers, but no later than August 31, 2004.

                                  VOTE REQUIRED

     APPROVAL OF PROPOSAL 2 REQUIRES THE AFFIRMATIVE VOTE OF THE MAJORITY OF THE
OUTSTANDING SHARES OF THE FUND ENTITLED TO VOTE ON THIS PROPOSAL.

 
    The Board  recommends a vote "FOR" the proposal to approve the amendment to
the  Certificate  of  Incorporation  changing  the Fund's name from "meVC Draper
Fisher Jurvetson Fund I, Inc." to "MVC Capital, Inc."


                               VOTING INFORMATION

     A quorum  is  constituted  by the  presence  in  person  or by proxy of the
holders of a majority of the outstanding  shares of the Fund entitled to vote at
the  Meeting.  For  purposes  of  determining  the  presence  of  a  quorum  for
transacting business at the Meeting,  abstentions will be treated as shares that
are present at the  Meeting.  Abstentions  will have no effect on the outcome of
voting on  Proposal 1.  However,  because  approval  of Proposal 2 requires  the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote,  abstentions on Proposal 2 will have the effect as votes  "against" the
proposal.

     In the event that a quorum is not present at the  Meeting,  or in the event
that a quorum is present at the  Meeting  but  sufficient  votes to approve  any
proposal are not received,  the persons named as proxies,  or their substitutes,
may  propose  one or more  adjournments  of the  Meeting to permit  the  further
solicitation of proxies. Any adjourned session or sessions may be held after the
date set for the Meeting without notice,  except announcement at the Meeting (or
any adjournment thereof);  provided,  that if the Meeting is adjourned to a date
that is more than thirty

                                       14


<PAGE>


(30) days after the date for which the Meeting  was  originally  called, written
notice  will be provided  to  stockholders.  Any  adjournment  will  require the
affirmative  vote of a majority  of the  shares  represented  at the  Meeting in
person or by proxy. In the event an adjournment is proposed  because a quorum is
not  present,  the persons  named as proxies  will vote those  proxies  they are
entitled to vote FOR all of the nominees in favor of such adjournment,  and will
vote those  proxies  required  to  WITHHOLD  on any  nominee,  against  any such
adjournment.  In the event a quorum is present but  sufficient  votes to approve
Proposal  2 are not  received,  the  persons  named as  proxies  will vote those
proxies they are  entitled to vote FOR Proposal 2 in favor of such  adjournment,
and will vote those proxies required to be voted AGAINST Proposal 2, against any
such adjournment.

     Most  beneficial  owners  whose shares are held in street name will receive
voting instruction forms from their banks, brokers or other agents,  rather than
the Fund's Proxy Card. A number of banks and brokerage  firms are  participating
in a  program  that  offers a means  to grant  proxies  to vote  shares  via the
Internet or by  telephone.  If your shares are held in an account with a bank or
broker participating in this program, you may grant a proxy to vote those shares
via the Internet or  telephonically  by using the web site or  telephone  number
shown on the instruction form received from your broker or bank.

                            EXPENSES OF SOLICITATION

     The cost of preparing,  assembling  and mailing this Proxy  Statement,  the

Notice of Annual Meeting of Stockholders and the enclosed Proxy Card, as well as
the costs associated with the proxy solicitation, will be borne by the Fund.

                    OTHER MATTERS AND ADDITIONAL INFORMATION

     OTHER BUSINESS AT THE MEETING.

     The Board does not intend to bring any  matters  before the  Meeting  other
than as stated in this Proxy Statement,  and is not aware that any other matters
will be presented for action at the Meeting.  If any other matters properly come
before the Meeting,  it is the intention of the persons named as proxies to vote
on such  matters  in  accordance  with  their  best  judgment,  unless  specific
instructions have been given.

     FUTURE STOCKHOLDER PROPOSALS.

     If a  stockholder  intends to present a proposal  at the annual  meeting of
stockholders  of the Fund to be held in 2005 (the  "2005  Annual  Meeting")  AND
desires to have the proposal  included in the Fund's proxy statement and form of
proxy for that  meeting,  the  stockholder  must  deliver  the  proposal  to the
Secretary of the Fund at the principal  executive office of the Fund,  Riverview
at Purchase,  287 Bowman Avenue, 3rd Floor,  Purchase,  New York 10577, and such
proposal must be received by the  Secretary no later than October 30, 2004.  The
submission of a proposal does not guarantee its inclusion in the proxy statement
and is subject to limitations under the 1934 Act.

     Stockholders  wishing to present  proposals at the 2005 Annual Meeting must
send  written  notice  of such  proposals  to the  Secretary  of the Fund at the
principal executive office of the

                                       15


<PAGE>


Fund, Riverview at Purchase,  287 Bowman Avenue, 3rd Floor,  Purchase,  New York
10577,  and such  proposals  must be  received by the  Secretary  no sooner than
December 29, 2004, and no later than January 28, 2005, in the form prescribed in
the Fund's By-Laws.

     RESULTS OF VOTING.

     Stockholders  will be informed of the voting  results of the Meeting in the
Fund's  quarterly  report for the fiscal  quarter  ending April 30, 2004 on Form
10-Q which will be filed with the SEC on or before June 14, 2004.

                      ADDITIONAL INFORMATION ABOUT THE FUND

INVESTMENT ADVISER.

     The Fund does not have an  investment  adviser.  The  Fund's  portfolio  is
managed internally by Mr. Tokarz, Chairman and Portfolio Manager of the Fund.

ADMINISTRATOR.

     U.S.  Bancorp Fund  Services,  LLC,  located at 615 East  Michigan  Street,
Milwaukee, WI 53202, serves as the administrator, custodian and accounting agent
of the Fund.



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

     Section  16(a) of the 1934 Act,  and Section  30(h) of the 1940 Act,  taken
together, require that the Directors, officers of the Fund and beneficial owners
of more than 10% of the equity securities of the Fund (collectively,  "Reporting
Persons") file with the SEC reports of their beneficial ownership and changes in
their beneficial ownership of the Fund's securities.  Based solely on its review
of the copies of such  reports,  the Fund  believes  that each of the  Reporting
Persons who was a  Reporting  Person  during the fiscal  year ended  October 31,
2003, has complied with applicable filing requirements.

     Exhibit B attached hereto identifies holders of more than 5% of the shares
of the Fund's common stock as of the Record Date.

INDEPENDENT PUBLIC ACCOUNTANTS.

     The Board, upon approval and  recommendation  of the Audit Committee,  at a
meeting  held on January  12,  2004,  selected  E&Y to serve as the  independent
accountants  for the Fund for the fiscal year ending  October 31, 2004.  E&Y was
approved  by the  Audit  Committee  and the  Board to  serve as the  independent
accountants  for the Fund for the fiscal year ended  October 31,  2003,  and has
served in such  capacity  since October 27, 2003. A  representative  of E&Y will
attend the Meeting to respond to appropriate questions and make a statement,  if
he/she so desires.

     The previous  independent  accountants of the Fund,  PricewaterhouseCoopers
("PwC"),  resigned as the independent accountants of the Fund on April 16, 2003.

                                       16


<PAGE>


On April  23,  2003,  the  Fund  filed a report  on Form  8-K  disclosing  PwC's
resignation.  During the past two fiscal years of the Fund,  PwC's report on the
financial statements for either of the past two years did not contain an adverse
opinion or a  disclaimer  of opinion,  and was not  qualified  or modified as to
uncertainty,  audit scope, or accounting principles. During the two fiscal years
of the Fund ended October 31, 2001 and 2002,  respectively,  and the  subsequent
interim period through April 16, 2003, there were no  disagreements  with PwC on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure,  which disagreements if not resolved
to the  satisfaction  of PwC would  have  caused  PwC to make  reference  to the
subject  matter  of the  disagreement  in  connection  with its  reports  on the
financial statements.

     During the  Fund's  two  fiscal  years  ended  October  31,  2001 and 2002,
respectively,  and the subsequent interim period prior to the engagement of E&Y,
the Fund (or  anyone on its  behalf)  did not  consult  E&Y  regarding:  (i) the
application  of  accounting  principles  to  a  specified  transaction,   either
completed or proposed;  (ii) the type of audit opinion that might be rendered on
the Fund's financial statements; or (iii) any matter that was either the subject
of a disagreement or a reportable event.

 
         AUDIT FEES:

          The aggregate fees for professional  services  rendered by E&Y for the
     audit of the Fund's annual  financial  statements for the fiscal year ended
 
    October 31, 2003 are $95,000.

          The aggregate fees billed for  professional  services  rendered by PwC
     for the audit of the Fund's annual financial statements for the fiscal year
     ended October 31, 2002 were $114,500.

          FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES:

          For the fiscal year ended  October 31,  2003,  the Fund did not obtain
     any financial  information systems design and implementation  services from
     E&Y.

          For the fiscal year ended  October 31,  2002,  the Fund did not obtain
     any financial  information systems design and implementation  services from
     PwC.

          OTHER FEES:

          For the fiscal year ended  October 31,  2003,  the Fund was not billed
     fees for any tax return preparation and other tax-related services provided
     by E&Y to the Fund.  

          For the fiscal year ended  October 31, 2002,  the Fund was billed fees
     of  $46,500  for tax  return  preparation  and other  tax-related  services
     provided by PwC to the Fund.

         The Audit Committee has considered whether E&Y has maintained its
independence during the fiscal year ended October 31, 2003.

                                       17


<PAGE>


     The Audit Committee  Charter requires that the Audit Committee  pre-approve
all audit and non-audit  services to be provided to the Fund by the  independent
accountants;  PROVIDED,  HOWEVER,  that the  Audit  Committee  may  specifically
authorize its Chairman to pre-approve the provision of any non-audit  service to
the Fund. Further, the foregoing pre-approval policy may be waived, with respect
to the  provision of any  non-audit  services,  consistent  with the  exceptions
provided for in the federal  securities  laws. All of the audit and tax services
provided by E&Y for the fiscal year ended October 31, 2003 were  pre-approved by
the Audit  Committee.  For the fiscal year ended  October 31,  2003,  the Fund's
Audit  Committee  did not waive the  pre-approval  requirement  of any non-audit
services to be provided to the Fund by E&Y.



By Order of the Board of Directors,
Michael Tokarz, Chairman

Dated:  February 26, 2004




STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO MARK,  SIGN AND DATE THE ENCLOSED PROXY CARD
AND RETURN IT IN THE ENCLOSED ENVELOPE.  NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED  STATES.  ALTERNATIVELY,  YOU MAY HAVE THE ABILITY TO VOTE YOUR SHARES BY
THE INTERNET OR BY TELEPHONE.

                                       18



<PAGE>


                                    EXHIBIT A

                  AMENDED AND RESTATED AUDIT COMMITTEE CHARTER

                    MEVC DRAPER FISHER JURVETSON FUND I, INC.

                                January 12, 2004

     This charter sets forth the purpose,  authority and responsibilities of the
Audit  Committee of the Board of Directors  (the  "Board") of meVC Draper Fisher
Jurvetson Fund I, Inc. (the "Fund"), a Delaware corporation.


PURPOSES

     The Audit  Committee  of the Board (the  "Committee")  has,  as its primary
purposes:

     (i)  oversight  responsibility  with  respect  to: (a) the  adequacy of the
Fund's accounting and financial reporting processes, policies and practices; (b)
the  integrity of the Fund's  financial  statements  and the  independent  audit
thereof; (c) the adequacy of the Fund's overall system of internal controls and,
as  appropriate,  the internal  controls of certain service  providers;  (d) the
Fund's   compliance  with  certain  legal  and  regulatory   requirements;   (e)
determining  the  qualification  and  independence  of  the  Fund's  independent
auditors; and (f) the Fund's internal audit function, if any; and

     (ii) oversight of the  preparation of any report required to be prepared by
the Committee  pursuant to the rules of the Securities  and Exchange  Commission
("SEC") for inclusion in the Fund's annual proxy  statement  with respect to the
election of directors.


AUTHORITY

     The  Committee  has been duly  established  by the Board and shall have the
resources and authority appropriate to discharge its responsibilities, including
the authority to retain  counsel and other experts or consultants at the expense
of the Fund.  The Committee has the authority and  responsibility  to retain and
terminate  the  Fund's  independent  auditors.  In  connection  therewith,   the
Committee must evaluate the independence of the Fund's independent  auditors and
receive the auditors' specific representations as to their independence.


COMPOSITION AND TERM OF COMMITTEE MEMBERS

     The  Committee  shall be comprised  of a minimum of three  Directors of the
Board. To be eligible to serve as a member of the Committee,  a Director must be
an  "Independent  Director",  which term  shall  mean a  Director  who is not an
"interested  person,"  as  defined in the  Investment  Company  Act of 1940,  as
amended, of the Fund. The members of the Committee shall designate one member to
serve as Chairman of the Committee.

                                       A-1


<PAGE>


     Each member of the Committee shall serve until a successor is appointed.

     The Board must determine whether: (i) the Committee has at least one member
who is an "audit committee  financial  expert," ("ACFE") as such term is defined
in the rules adopted under Section 407 of the  Sarbanes-Oxley  Act of 2002; (ii)
the Committee has at least one member who  possesses  "accounting  and financial
management  expertise"  (as such  term is  described  under  the New York  Stock
Exchange Listing  Requirements) which may be based on past employment expertise,
professional  certification  in  accounting  or other  comparable  experience or
background that indicates an individual's  financial  sophistication;  and (iii)
each member of the  Committee  possesses  sufficient  "financial  literacy,"  as
required under the New York Stock Exchange Listing Requirements. The designation
of a person as an ACFE is not intended to impose any greater  responsibility  or
liability on that person than the  responsibility  and liability imposed on such
person  as a member  of the  Committee,  nor does it  decrease  the  duties  and
obligations of other Committee members or the Board.


MEETINGS

     The  Committee  shall meet on a regular basis and no less  frequently  than
quarterly.  The Committee shall meet, at a minimum,  within 90 days prior to the
filing of each annual and  quarterly  report of the Fund on Forms 10-K and 10-Q,
respectively.  Periodically, the Committee shall meet to discuss with management
the annual  audited  financial  statements and quarterly  financial  statements,
including the Fund's disclosures under "Management's  Discussion and Analysis of
Financial  Condition  and Results of  Operations."  Periodically,  the Committee
should meet  separately with each of management,  any personnel  responsible for
the internal audit function and, if deemed necessary,  the Fund's  administrator
and  independent  auditors to discuss any matters  that the  Committee or any of
these persons or firms believe should be discussed privately.  The Committee may
request any officer or employee  of the Fund,  or the Fund's  legal  counsel (or
counsel to the  Independent  Directors  of the Board) or the Fund's  independent
auditors to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

     Minutes of each meeting will be taken and  circulated to all members of the
Committee in a timely manner.

     Any  action  of the  Committee  requires  the  vote  of a  majority  of the
Committee  members  present,  whether in person or otherwise,  at the meeting at
which such action is considered.  At any meeting of the Committee, one member of
the Committee shall constitute a quorum for the purpose of taking any action.


DUTIES AND POWERS AND OF THE COMMITTEE

     The duties and powers of the Committee include, but are not limited to, the
following:

                                       A-2



<PAGE>


o        bears  direct   responsibility  for  the  appointment,   compensation,
         retention and oversight of the work of the Fund's independent auditors
         (including  resolution of  disagreements  between  management  and the
         auditor regarding financial reporting) for the purpose of preparing or
         issuing an audit report or  performing  other audit,  review or attest
         services  for the  Fund,  and the  independent  auditors  must  report
         directly to the Committee;

o        set the compensation for the independent  auditors,  such amount to be
         paid by the Fund;

o        evaluate  the  independence  of the Fund's  independent  auditors  and
         receive   the   auditors'   specific   representations   as  to  their
         independence;

o        to the extent required by applicable law,  pre-approve:  (i) all audit
         and non-audit services that the Fund's independent auditors provide to
         the Fund and (ii) all non-audit  services that the Fund's  independent
         auditors  provide  to the  Fund's  investment  adviser  and any entity
         controlling,   controlled   by,  or  under  common  control  with  the
         investment  adviser that provides ongoing services to the Fund, if the
         engagement relates directly to the operations and financial  reporting
         of the  Fund  (To the  extent  specifically  authorized  by the  Audit
         Committee,  the Chairman of the Audit  Committee may  pre-approve  the
         provision of any non-audit services to the Fund.);

o        meet with the Fund's independent auditors, including private meetings,
         as  necessary  to (i)  review  the  arrangements  for and scope of the
         annual  audit and any  special  audits;  (ii)  discuss  any matters of
         concern  relating to the Fund's  financial  statements,  including any
         adjustments to such statements  recommended by the auditors,  or other
         results of the audit;  (iii) review any audit problems or difficulties
         with management's response;  (iv) consider the auditors' comments with
         respect to the Fund's  financial  policies,  procedures  and  internal
         accounting controls and management's responses thereto; and (v) review
         the form of opinion the  auditors  propose to render to the  Directors
         and the shareholders of the Fund;

o        review reports prepared by the Fund's  independent  auditors detailing
         the fees  paid to the  Fund's  independent  auditors  for:  (i)  audit
         services  (includes  all  services  necessary  to  perform  an  audit,
         services provided in connection with statutory and regulatory  filings
         or engagements  and other services  generally  provided by independent
         auditors, such as comfort letters,  statutory audits, attest services,
         consents and assistance  with, and review of, documents filed with the
         SEC); (ii) audit-related  services (covers assurance and due diligence
         services,  including,  employee  benefit  plan audits,  due  diligence
         related  to  mergers  and  acquisitions,  consultations  and audits in
         connection   with   acquisitions,   internal   control   reviews   and
         consultations    concerning   financial   accounting   and   reporting
         standards);  (iii) tax services (services  performed by a professional
         staff in the  accounting  firm's tax division,  except those  services
         related to the audit,  including tax compliance,  tax planning and tax
         advice);  and (iv)  other  services  (includes  financial  information
         systems implementation and design);

o         ensure  that the  Fund's  independent  auditors  prepare  and  deliver
          annually  to  the  Committee  a  written   statement  (the  "Auditors'
          Statement")  describing:  (i) the auditors'  internal  quality control
          procedures; (ii) any material issues raised by the most recent

                                       A-3


<PAGE>


         internal quality control review or peer review of the auditors,  or by
         any  inquiry  or   investigation   by   governmental  or  professional
         authorities  within the preceding  five years  respecting  one or more
         independent audits carried out by the auditors, and any steps taken to
         deal with any such  issues;  and (iii) all  relationships  between the
         independent  auditors and the Fund,  including each non-audit  service
         provided  to the  Fund  and the  matters  set  forth  in  Independence
         Standards Board No. 1;

o        prior to filing an annual  report  with the SEC,  receive and review a
         written report,  as of a date 90 days or less prior to the filing,  to
         the Committee from the Fund's independent  auditors regarding any: (i)
         critical accounting  policies to be used; (ii) alternative  accounting
         treatments that have been discussed with the Fund's  management  along
         with a description of the ramifications of the use of such alternative
         treatments and the treatment  preferred by the  independent  auditors;
         and (iii)  material  written  communications  between  the auditor and
         management of the Fund;

o        oversee  the  Fund's  internal   controls  and  annual  and  quarterly
         financial  reporting  process,  including results of the annual audit.
         Oversee internal accounting controls relating to the activities of the
         Fund's custodian,  investment  adviser and  administrator  through the
         periodic review of reports,  discussions with appropriate officers and
         consideration of reviews provided by internal audit staff;

o        establish procedures for: (i) the receipt,  retention and treatment of
         complaints received by the Fund from any source regarding  accounting,
         internal  accounting  controls  or  auditing  matters;  and  (ii)  the
         confidential,  anonymous submission from employees of the Fund and its
         service  providers of concerns  regarding  questionable  accounting or
         auditing matters;

o        review  of  any  issues  brought  to  the  Committee's   attention  by
         independent  public  accountants or the Fund's  management,  including
         those  relating  to any  deficiencies  in the design or  operation  of
         internal  controls which could adversely  affect the Fund's ability to
         record,  process,  summarize and report  financial  data, any material
         weaknesses  in  internal  controls  and  any  fraud,  whether  or  not
         material,  that  involves  management  or other  employees  who have a
         significant role in the Fund's internal controls;

o        review and evaluate the  qualifications,  performance and independence
         of the lead partner of the Fund's independent auditors;

o        require the Fund's  independent  auditors to report any instance of an
         audit  partner of those  auditors  earning or  receiving  compensation
         based on that partner  procuring  engagements with the Fund to provide
         any services other than audit, review or attest services;

o        resolve  any   disagreements   between  the  Fund's   management   and
         independent auditors concerning the Fund's financial reporting;

o        to  the  extent  there  are  Directors  who  are  not  members  of the
         Committee, report its activities to the on a regular basis and to make
         such  recommendations  with respect to the above and other  matters as
         the Committee may deem necessary or appropriate;

                                       A-4


<PAGE>


o        discuss any Fund press releases  relating to its financial  statements
         (to the  extent  such  releases  are not  discussed  by the  Valuation
         Committee or the Board);

o        discuss any policies with respect to risk management;

o        set clear  hiring  policies for  employees or former  employees of the
         independent auditors;

o        conduct an annual performance evaluation of the Committee; 

o        review the  Committee's  charter at least  annually and  recommend any
         material changes to the Board; and

o        review such other  matters as may be  appropriately  delegated  to the
         Committee by the Board.

                                       A-5


<PAGE>


                                    EXHIBIT B

     As of the Record Date, to the Fund's knowledge,  the following stockholders
owned of record more than 5% of the  outstanding  shares of Common  Stock of the
Fund  ("Shares")  indicated  below.  The Fund does not know whether such persons
also beneficially own such shares.


<TABLE>
<CAPTION>


---------------------------------------------------------------- ----------------------------- -----------------------
                 STOCKHOLDER NAME AND ADDRESS                       AMOUNT OF SHARES OWNED       PERCENTAGE OF FUND
                                                                                                        HELD
---------------------------------------------------------------- ----------------------------- -----------------------
<S>                                                              <C>                           <C>
Deutsche Bank AG                                                           992,220                      8.1%
DB Advisors, L.L.C.
Deutsche Bank AG London Branch
Deutsche Bank Securities Inc.
Taunusanlage 12, D-60325
Frankfurt am Main
Federal Republic of Germany

---------------------------------------------------------------- ----------------------------- -----------------------
Millenco, L.P.                                                            1,121,900                     9.1%
Millennium USA, L.P.
Millennium International, Ltd. and
Millenco Global Estate, L.P.
c/o Millennium Management, LLC
666 Fifth Avenue, 8th Floor
New York, NY  10103

---------------------------------------------------------------- ----------------------------- -----------------------
Cannell Capital LLC                                                       1,649,600                    13.4%
J. Carlo Cannell
The Anegada Fund Limited
The Cuttyhunk Fund Limited
Tonga Partners, L.P.
GS Cannell Portfolio, LLC and
Pleiades Investment Partners, LP
150 California Street, 5th Floor
San Francisco, CA 94111

---------------------------------------------------------------- ----------------------------- -----------------------
</TABLE>


                                      B-1



<PAGE>


                      INSTRUCTIONS FOR SIGNING PROXY CARDS


The following general rules for signing Proxy Cards may be of assistance to you
and avoid the time and expense involved in validating your vote if you fail to
sign your Proxy Card properly.

                  1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears
         in the registration on the Proxy Card.

                  2. JOINT ACCOUNTS: Either party may sign, but the name of the
         party signing should conform exactly to the name shown in the
         registration on the Proxy Card.

                  3. ALL OTHER ACCOUNTS: The capacity of the individual signing
         the Proxy Card should be indicated unless it is reflected in the form
         of registration. For example:

   REGISTRATION                                            VALID SIGNATURES

   CORPORATE ACCOUNTS
   (1) ABC Corp............................................ABC Corp.
   (2) ABC Corp............................................John Doe, Treasurer
   (3) ABC Corp. c/o John Doe, Treasurer...................John Doe
   (4) ABC Profit Sharing Plan.............................John Doe, Treasurer

   TRUST ACCOUNTS
   (1) ABC Trust...........................................Jane B. Doe, Trustee
   (2) Jane B. Doe, Trustee u/t/d 12/28/78.................Jane B. Doe

   CUSTODIAL OR ESTATE ACCOUNTS
   (1) John B. Smith, Cust. f/b/o John B. Smith Jr. UGMA...John B. Smith 
   (2) John B. Smith.......................................John B. Smith, Jr., 
                                                           Executor


<PAGE>

                    MEVC DRAPER FISHER JURVETSON FUND I, INC.
                               (D/B/A MVC CAPITAL)

                      THIS PROXY IS SOLICITED ON BEHALF OF
                             THE BOARD OF DIRECTORS

                         ANNUAL MEETING OF STOCKHOLDERS
                                 MARCH 29, 2004

This  proxy is  solicited  on behalf of the Board of  Directors  of meVC  Draper
Fisher  Jurvetson  Fund I, Inc.  (the  "Fund") for use at the annual  meeting of
stockholders to be held at 10:00 a.m.  (Eastern time), on March 29, 2004, at the
offices of Schulte Roth & Zabel LLP, 919 Third  Avenue,  New York, NY 10022 (the
"Meeting"),  and relates to the proposals  with respect to the Fund set forth in
the Notice of Annual Meeting of Stockholders dated February 26, 2004.

The undersigned  hereby appoints  Michael Tokarz and Bruce W. Shewmaker and each
of them  proxies  for the  undersigned,  with  full  power of  substitution  and
revocation,  to represent the undersigned and to vote, as designated,  on behalf
of the undersigned at the Meeting and any adjournment thereof, all shares of the
Fund  which  the  undersigned  is  entitled  to  vote  at the  Meeting  and  any
adjournment thereof.

Your vote is important.  If this proxy is properly  executed and received by the
Fund prior to the  Meeting,  shares  represented  by this proxy will be voted as
instructed.  Unless  indicated to the  contrary,  this proxy will be voted "FOR"
each of Proposal 1 and 2 and to grant discretionary  authority to vote upon such
other  business  as may  properly  come  before the  Meeting or any  adjournment
thereof. The undersigned hereby revokes any proxy previously given.

Please mark, sign, date and return promptly in the enclosed  envelope if you are
not voting by telephone or the Internet.

Some  stockholders  whose  shares are held in street  name will  receive  voting
instruction  forms from their banks,  brokers or other  agents  (rather than the
fund's proxy card) which describe how such stockholders can vote by telephone or
internet.  Instead of mailing their proxies, such stockholders may choose one of
the two voting methods  outlined below to vote their proxies.  Have this card in
hand when calling or logging on.

TO VOTE BY TELEPHONE:

1) Read the Proxy  Statement  and have the Proxy Card below at hand.
2) Call the Toll Free Number on your voting  instruction  form.
3) Enter the control number set forth on your voting instruction form and follow
the simple instructions.



<PAGE>



TO VOTE BY INTERNET:
1) Read the Proxy  Statement and have the Proxy Card below at hand.
2) Go to the web site listed on your voting  instruction form.
3) Enter the control number set forth on your voting instruction form and follow
the simple instructions.

Proxies  submitted by  telephone or the Internet  must be received by 12:00 a.m.
(Eastern time) on March 29, 2004.





<PAGE>



           TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS

               THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED

                    MEVC DRAPER FISHER JURVETSON FUND I, INC.

Your vote is  important,  no matter  how many  shares you own.  You may  receive
additional Proxy Cards for other accounts. These are not duplicates;  you should
sign and return each Proxy Card in order for your votes to be counted.

Unless otherwise specified in the squares provided,  the undersigned's vote will
be cast FOR the proposals set forth below.

       THE BOARD OF DIRECTORS OF MEVC DRAPER FISHER JURVETSON FUND I, INC.
       (THE "FUND") RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS SET
                                  FORTH BELOW.

1.   To elect five  nominees to serve as members of the Board of  Directors of 
     the Fund:

     (1)    Emilio Dominianni                    (4)    Michael Tokarz
     (2)    Gerald Hellerman                     (5)    Robert S. Everett
     (3)    Robert C. Knapp


          FOR                        WITHHOLD                       FOR ALL
          ALL                           ALL                         EXCEPT*
          [ ]                           [ ]                           [ ]

-------------------------------------------------------------------------
*INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), MARK
"FOR ALL EXCEPT" AND WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE ABOVE.

2.   To approve an amendment to the  Certificate  of  Incorporation  of the Fund
     changing the name of the Fund from "meVC Draper  Fisher  Jurvetson  Fund I,
     Inc." to "MVC Capital, Inc.":

             FOR                       AGAINST                      ABSTAIN

             [ ]                         [ ]                          [ ]


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

Please sign exactly as name(s) appears hereon. If shares are held in the name of
joint owners, each should sign.  Attorneys-in-fact,  executors,  administrators,
trustees,  guardians etc. should so indicate. If stockholder is a corporation or
partnership,  please sign in full  corporate or  partnership  name by authorized
person.

The undersigned hereby  acknowledges  receipt of the notice of annual meeting of
stockholders and the proxy statement, dated February 26, 2004.




------------------------------------------------    Date  --------------, 2004
Signature (PLEASE SIGN WITHIN BOX)

------------------------------------------------    Date  --------------, 2004
Signature (Joint Owners)