MEVC DELTA LIFE SCIENCES FUND I INC, N-2/A, 2000-07-21

MEVC DELTA LIFE SCIENCES FUND I INC
N-2/A, 2000-07-21

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 2000

1933 ACT FILE NO. 333-38096

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2

(Check Appropriate Box or Boxes)

<TABLE>
<S> <C>
/X/ REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

/X/ Pre-Effective Amendment No. 1
/ / Post-Effective Amendment No.
</TABLE>

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MEVC DELTA LIFE SCIENCES FUND I, INC.

(Exact name of registrant as specified in charter)

991 FOLSOM STREET
SAN FRANCISCO, CA 94107

(Address of Principal Executive Offices (Number, Street, City, State, Zip Code)
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(877) 474-6382

(Registrant's Telephone Number, Including Area Code)
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PETER S. FREUDENTHAL
MEVC DELTA LIFE SCIENCES FUND I, INC.
991 FOLSOM STREET
SAN FRANCISCO, CA 94107

(Name and Address (Number, Street, City, State, Zip Code) of Agent For Service)
------------------------------

COPIES TO:

R. Charles Miller Robert M. Smith
Kirkpatrick & Lockhart LLP Dewey Ballantine LLP
1800 Massachusetts Avenue, N.W. 333 South Hope Street
Washington, D.C. 20036-1800 Los Angeles, CA 90071-1406

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Approximate date of proposed public offering: As soon as practicable after the
effective date of this Registration Statement.

If any securities being registered on this Form will be offered on a delayed
or continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box. / /

It is proposed that this filing will become effective (check appropriate
box):

/X/ when declared effective pursuant to Section 8(c).
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CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM
AGGREGATE PROPOSED MAXIMUM
TITLE OF AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED REGISTERED PER UNIT OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, $.001 par value........ 5,000,000 $20.00 $100,000,000 $26,400(2)
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.

(2) Previously paid.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

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<PAGE>
MEVC DELTA LIFE SCIENCES FUND I, INC.

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
NO. DESCRIPTION LOCATION
--------------------- ---------------------------------- -------------------------------------------------
<S> <C> <C>
PART A--INFORMATION REQUIRED IN A PROSPECTUS

Item 1. Outside Front Cover Outside Front Cover

Item 2. Inside Front and Outside Back Inside Front and Outside Back Cover
Cover

Item 3. Fee Table and Synopsis Fee Table and Synopsis

Item 4. Financial Highlights Not Applicable

Item 5. Plan of Distribution Underwriting

Item 6. Selling Shareholders Not Applicable

Item 7. Use of Proceeds Use of Proceeds

Item 8. General Description of the Outside Front Cover Page; Prospectus Summary;
Registrant Business; Risk Factors

Item 9. Management Management; Directors and Officers; Investment
Adviser; Investment Sub-Adviser; Potential
Conflicts of Interest (SAI); Risk Factors

Item 10. Capital Stock, Long-Term Debt and Description of Capital Stock; Distributions;
Other Securities Dividend Reinvestment Plan

Item 11. Defaults and Arrears on Senior Not Applicable
Securities

Item 12. Legal Proceedings Not Applicable

Item 13. Table of Contents of the Statement Table of Contents of the Statement of Additional
of Additional Information Information

PART B--INFORMATION REQUIRED IN A STATEMENT OF ADDITIONAL INFORMATION

Item 14. Cover Page Cover Page (SAI)

Item 15. Table of Contents Table of Contents of the Statement of Additional
Information (SAI)

Item 16. General Information and History Not Applicable

Item 17. Investment Objective and Policies Prospectus Summary; Investment Objective and
Principal Strategies; Risk Factors; Business;
Investment Company Act Regulation; Investment
Policies (SAI); Investment Company Act Regulation
(SAI)

Item 18. Management Management (Item 9)

Item 19. Control Persons and Principal Management; Investment Adviser; Investment Sub-
Holders of Securities Adviser; Potential Conflicts of Interest (SAI)

Item 20. Investment Advisory and Other Investment Adviser; Investment Sub-Adviser;
Services Transfer Agent and Registrar; Dividend Disbursing
Agent; Custodian; Sub-Administrator (SAI)
</TABLE>

i
<PAGE>

Item 22. Tax Status Distributions; Federal Income Tax Matters (SAI)

Item 23. Financial Statements Statement of Assets and Liabilities
</TABLE>

PART C--OTHER INFORMATION

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this Registration Statement.

ii
<PAGE>
The information in this prospectus is not complete and may be changed. The fund
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
<PAGE>

PRELIMINARY PROSPECTUS Subject to completion July 21, 2000

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_____ Shares

meVC Delta Life Sciences Fund I, Inc.
A VENTURE CAPITAL AND PRIVATE EQUITY FUND

Common Stock

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meVC Delta Life Sciences Fund I, Inc., or the Fund, is offering up to
shares of its common stock. We are a closed-end investment company that
has elected to be treated as a business development company under the Investment
Company Act. Our investment objective is long-term capital appreciation
primarily from venture capital, private equity and structured investments in
life sciences companies, including those focused in the biotechnology, genomics,
proteomics, pharmaceuticals, medical devices, drug delivery, diagnostics,
predictive medicine and healthcare information technology sectors. We will
invest in life sciences companies primarily through:

-- Venture capital investments in private companies at various stages of
development through seed, expansion and mezzanine financing.

-- Private equity investments in later stage private companies and companies
whose shares are publicly traded.

-- Structured investments in private and publicly traded companies through
financial instruments that offer greater protection of principal, such as
convertible preferred stock and collateralized debt securities.

The Fund may also invest up to 25% of its assets in high growth companies
outside the life sciences industry.

You must purchase a minimum of 100 of our shares to participate in this
offering. There is currently no public market for our shares. We intend to apply
for authorization to list our shares on the New York Stock Exchange under the
symbol [HVC]. Prior to this date, the underwriters do not intend to make a
market in our shares, although we cannot be certain that a limited market will
not develop. Consequently, an investment in our shares will be illiquid, at
least in the short term. Additionally, the stock of closed-end investment
companies frequently trades at a discount to net asset value and we cannot
assure you that our stock will not also be discounted in the market. Due to a
variety of factors, including our lack of prior operating history, the
substantial risk associated with the portfolio companies in which we intend to
invest, the illiquid nature of a substantial majority of our portfolio company
investments and the uncertainty associated with valuing our portfolio
investments, an investment in our stock involves a high degree of risk. You
could lose some or all of your investment.

BEFORE BUYING ANY SHARES, YOU SHOULD READ THE DISCUSSION OF MATERIAL RISKS OF
INVESTING IN SHARES OF OUR COMMON STOCK IN "RISK FACTORS" BEGINNING ON PAGE 8.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed on the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

<TABLE>
<CAPTION>
PER SHARE TOTAL
<S> <C> <C>
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Public offering price $ $
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Sales load $ $
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Proceeds, before expenses, to the Fund $ $
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</TABLE>

The underwriters may purchase up to additional shares at the public
offering price, less sales load, solely to cover over-allotments, if any. If
this option is exercised in full, the total public offering price, sales load
and proceeds before expenses to the Fund will be $ , $ and $ ,
respectively.

The underwriters are offering the common stock as set forth under
"Underwriting." Delivery of the shares will be made on or about , 2000.

UBS Warburg LLC
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Through and including , 2000 (the 25th day after commencement of
this offering), federal securities law may require all dealers selling shares of
our common stock, whether or not participating in this offering, to deliver a
prospectus. This delivery requirement is in addition to the obligation of
dealers to deliver a prospectus when acting as underwriters and with respect to
their unsold allotments or subscriptions.

TABLE OF CONTENTS
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<TABLE>
<S> <C>
Prospectus Summary.................... 1

The Offering.......................... 5

Fee Table and Synopsis................ 7

Risk Factors.......................... 8

Forward-Looking Statements............ 17

Use of Proceeds....................... 18

Business.............................. 19

Investment Objective and Principal
Strategies.......................... 20

Management............................ 26

Directors and Officers................ 26

Investment Adviser.................... 27

Investment Sub-Adviser................ 28

Valuation of Portfolio Securities..... 32

Investment Company Act Regulation..... 34

Description of Capital Stock.......... 36

Distributions......................... 38

Dividend Reinvestment Plan............ 39

Underwriting.......................... 40

Legal Matters......................... 42

Experts............................... 42

Table of Contents of the Statement of
Additional Information.............. 43

Additional Information................ 44

Report of Independent Accountants..... 45

Financial Statements.................. 46

Appendix: "Meet the Management"
Presentation........................ 49
</TABLE>

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THIS PROSPECTUS CONCISELY PROVIDES THE INFORMATION THAT YOU SHOULD KNOW BEFORE
INVESTING IN SHARES OF OUR COMMON STOCK. YOU SHOULD READ THIS PROSPECTUS
CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE. WE HAVE INCLUDED MORE INFORMATION
ABOUT THE FUND IN A STATEMENT OF ADDITIONAL INFORMATION, OR SAI, THAT WE HAVE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SAI IS INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS. WE HAVE INCLUDED THE TABLE OF CONTENTS OF THE
SAI ON PAGE [ ]. YOU MAY OBTAIN A COPY OF THE SAI FREE OF CHARGE BY WRITING TO
US AT 991 FOLSOM STREET, SAN FRANCISCO, CALIFORNIA 94107, ATTN: SECRETARY, OR BY
CALLING (877) 474-6382. THE PROSPECTUS AND SAI WILL BE AVAILABLE ON OUR WEBSITE
AT [ ] AND ARE AVAILABLE ON THE SEC'S WEBSITE AT http://www.sec.gov. THE
INFORMATION ON THE WEBSITE OF THE PARENT COMPANY OF OUR INVESTMENT ADVISER,
http://www.meVC.com, IS NOT A PART OF THIS PROSPECTUS.

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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE
IN THIS PROSPECTUS AND THE SAI. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU
WITH DIFFERENT OR ADDITIONAL INFORMATION. WE ARE NOT OFFERING SHARES OF OUR
COMMON STOCK FOR SALE IN ANY JURISDICTION WHERE SUCH OFFER OR SALE IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS
ACCURATE ON ANY DATE OTHER THAN THE DATE SET FORTH ON THE FRONT COVER OF THIS
PROSPECTUS.
<PAGE>
Prospectus summary

This summary highlights information contained elsewhere in this prospectus. This
summary is not complete and is not intended to contain all of the information
that investors should consider before investing in our shares. You should read
the entire prospectus carefully before purchasing our shares.

THE FUND

We are a newly organized, closed-end investment company that has elected to be
treated as a business development company under the Investment Company Act. Our
investment adviser is meVC Advisers, Inc., or meVC Advisers. Our investment
sub-adviser is Diaz, Altschul & Enright Advisers, LLC, or DAE Advisers. Both
meVC Advisers and DAE Advisers are registered investment advisers under the
Investment Advisers Act.

meVC Advisers will set our strategic and operational direction and will oversee
the management of the Fund through the activities of DAE Advisers. meVC Advisers
will also manage our day-to-day operations, including our accounting, finance,
marketing, record-keeping and regulatory compliance efforts.

DAE Advisers will identify, structure and negotiate investments for the Fund, as
well as monitor and assist our portfolio companies in the accomplishment of
their operating objectives. The managing members of DAE Advisers are Reinaldo M.
Diaz, Arthur G. Altschul, Jr., and Patrick G. Enright. They have over 40 years
of investment experience, including experience investing in venture stage
companies, as well as entrepreneurial and managerial experience in the life
sciences industry. They have served on numerous boards of directors and have
gained experience building venture and development stage companies into
successful enterprises. Through their experience as fund managers, principal
investors and operating executives, they have developed an extensive network of
contacts throughout the industry that is expected to generate numerous
investment opportunities. Moreover, they have extensive understanding of the
capital markets for life sciences companies, as well as direct experience
investing in common stock, structured equity and debt of venture stage
companies, as well as development stage publicly traded companies. The managing
members of DAE Advisers are also the investment advisers to the Delta Funds, a
group of private investment funds with approximately $100 million in assets. The
Delta Funds focus on making investments in healthcare and life sciences
companies. Since 1996, the managing members of DAE Advisers have structured over
$250 million in investments.

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

Our investment objective is long-term capital appreciation primarily from
venture capital, private equity and structured investments in life sciences
companies, including those focused in the biotechnology, genomics, proteomics,
pharmaceuticals, medical devices, drug delivery, diagnostics, predictive
medicine and healthcare information technology sectors. Venture capital
investments are typically long-term investments in companies with high growth
potential whose stock is not publicly traded. Private equity investments, in
addition to traditional venture capital investments, include investments in the
assets or securities of operating companies at a later stage of development
through, for example, leveraged buy-outs, roll-ups and going private
transactions. Structured investments are generally long-term investments in
publicly traded or privately held companies that are intended to offer greater
protection of principal, such as debt securities whose principal amount is
collateralized by assets owned by the issuer. The Fund may also invest up to 25%
of its assets in high growth

1
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companies outside the life sciences industry. Potential portfolio companies will
be screened according to prescribed investment criteria and further assessment
of all prospects' technologies, products, target markets and management teams
will also be conducted as needed.

After selecting our portfolio companies, we will seek to enhance the value of
portfolio companies particularly through the application of the experience of
the managing members of DAE Advisers as investors and as operating executives.
In particular, we plan to use our extensive relationships throughout the life
sciences industry to facilitate strategic initiatives such as mergers and
partnerships, raising capital, attracting key employees, and other value-added
activities.

INVESTMENT RATIONALE

Life sciences is a dynamic and innovative industry which spans many sectors and
utilizes numerous areas of science and technology. Several of these sectors have
significant impact on the U.S. economy. For example, the healthcare sector
represents about 14% of the U.S. Gross Domestic Product, with approximately $1.3
trillion in annual outlays. Life sciences sectors include biotechnology,
genomics, proteomics, pharmaceuticals, medical devices, drug delivery,
diagnostics, predictive medicine and healthcare information technology. We
believe the life sciences industry has strong growth potential driven by the
need for new medical treatments, improved diagnostic tools and more efficient
information processing systems. We believe technological innovation in the life
sciences will continue to create many attractive investment opportunities. We
cannot assure you, however, that we will achieve our investment objective or
that the performance of the companies in which we make investments will be as
anticipated.

HISTORICAL PERFORMANCE OF VENTURE CAPITAL AND PRIVATE EQUITY FUNDS

As discussed above, we intend to make venture capital, private equity and
structured investments primarily in the life sciences industry. Based upon
information provided by Venture Economics, the venture capital and private
equity industries have experienced long-term returns that have generally
outperformed the S&P 500 Index over a one, five and ten year period. According
to Venture Economics, for all reporting private equity funds formed between 1989
and 1999, the historical annual rate of return, net of fees and expenses, as of
December 31, 1999 was as follows:

<TABLE>
<CAPTION>
1-YEAR RETURN 5-YEAR RETURN 10-YEAR RETURN
<S> <C> <C> <C>
----------------------------------------------

Venture Capital (1).................................... 164.1% 53.9% 36.9%
Private Equity (1)..................................... 30.5% 19.0% 20.1%
Venture Capital and Private Equity (1)................. 70.5% 31.4% 27.3%
S&P 500 Index (2)...................................... 21.0% 28.6% 18.2%
</TABLE>

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(1) The venture capital and private equity return figures were calculated by
Venture Economics, a division of Thomson Financial Securities Data. These
figures represent the pooled internal rates of return of venture capital and
private equity funds, or pooled IRR. Unlike the S&P 500 Index, pooled IRR is
a method of calculating an aggregate internal rate of return for a group of
venture capital and private equity funds by summing cash flows together and
calculating the internal rate of return on the portfolio cash flow. These
benchmarks include all funds formed between 1989 and 1999 as of December 31,
1999. Performance data is net of fees and carried interest.

(2) S&P 500 Index as of December 31, 1999, according to Standard & Poor's.

Past performance of the venture capital and private equity industries is not
necessarily indicative of either industry's future performance, nor is it a
proxy for predicting the returns of the Fund. In particular, because of recent
market conditions specifically in the technology sector, one year return
information may not accurately reflect future one year rates of return. The Fund
will invest primarily in the life sciences industry, whereas these general
indices reflect the return of investments in a broader range of industries. We
cannot guarantee that we will meet the rates of return historically realized by

2
<PAGE>

the venture capital and private equity industries. Moreover, our overall return
will be reduced by certain factors related to our structure as a publicly-traded
business development company. Such factors include the lower return we are
likely to realize on short-term liquid investments during the period in which we
are identifying potential investments, as compared to many venture capital and
private equity funds that draw previously committed capital from investors
periodically to make investments and do not commit significant capital to
short-term liquid investments. In addition, periodic disclosure is required of
business development companies, which could result in the Fund being less
attractive as an investor to certain potential portfolio companies.

COMPENSATION OF INVESTMENT ADVISER AND INVESTMENT SUB-ADVISER

As compensation for its investment advisory, management and administrative
services, we have agreed to pay meVC Advisers an annual management fee equal to
2.5% of our average weekly net assets, payable in monthly installments. We have
also agreed to pay meVC Advisers annual incentive compensation equal to 20% of
our annual realized capital gains net of realized and unrealized capital losses.
Payment of this type of incentive compensation, referred to as a "carried
interest," is typical in the venture capital and private equity industries.
Carried interest payments provide an economic incentive for venture capital and
private equity fund managers to select investments with the potential to achieve
the greatest appreciation over time. We believe that payment of a carried
interest is an important component of our ability to attract and retain high
quality fund managers.

As payment for its services as our investment sub-adviser, meVC Advisers has
agreed to pay DAE Advisers 40% of the management fee, or an annual fee equal to
1.0% of our average weekly net assets, payable in monthly installments. meVC
Advisers has also agreed to pay DAE Advisers additional compensation equal to
85% of any carried interest payment, or a carried interest equal to 17% of our
annual realized capital gains net of realized and unrealized capital losses.

CLOSED-END FUND STRUCTURE

We are a newly organized, non-diversified closed-end fund. Closed-end funds
differ from open-end funds (which are commonly referred to as mutual funds) in
that closed-end funds generally list their shares for trading on a stock
exchange and do not redeem their shares at the request of a shareholder. With a
mutual fund, shares may be redeemed or bought back by the mutual fund at net
asset value if a shareholder wishes to sell the shares of the fund. With a
closed-end fund, if you wish to sell your shares you must trade them on the
market like any other stock at the price prevailing in the market for the shares
at that time. Trading in our shares will commence not later than 90 days from
the date of the offering. Prior to this date, the underwriters do not intend to
make a market in our shares, although we cannot be certain that a limited market
will not develop. Also, mutual funds generally offer new shares of the fund on a
continuous basis to new investors, whereas closed-end funds do not. In addition,
shares of closed-end funds frequently trade at a discount to their net asset
value. In particular, our shares may trade at a discount even greater than other
closed-end funds since we may not realize a return on our investments for a
considerable amount of time.

LIQUIDATION

Although it has no plan or obligation to do so, our Board of Directors may elect
to liquidate the Fund and distribute to our stockholders any proceeds in cash or
securities after , 2010.

3
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ADDITIONAL INFORMATION

We were incorporated in Maryland on May 19, 2000. Our executive offices are
located at 991 Folsom Street, San Francisco, California 94107 and our telephone
number is (877) 474-6382. Our website address is [ ]. The information
contained on the website of the parent of our investment adviser,
http://www.meVC.com, is not a part of this prospectus.

4
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The offering

<TABLE>
<S> <C>
Shares offered by the Fund.... 5,000,000 shares

Minimum investment............ 100 shares

Investment objective.......... Our investment objective is long-term capital appreciation
primarily from venture capital, private equity and
structured investments in life sciences companies, including
those focused in the biotechnology, genomics, proteomics,
pharmaceuticals, medical devices, drug delivery,
diagnostics, predictive medicine and healthcare information
technology sectors. Venture capital investments are
typically investments in private companies at various stages
of development through seed, expansion and mezzanine
financing. Private equity investments are generally
investments in later stage private companies and companies
whose shares are publicly traded. Structured investments
refer to investments in private and publicly traded
companies through securities that offer greater protection
of principal, such as convertible preferred stock and
collateralized debt securities. Such structured investments
use various financial vehicles in attempts to provide
attractive returns with a reduced risk of loss of principal.
The Fund may invest up to 25% of its assets in investments
outside the life sciences industry, including investments in
public and private companies in other growth sectors that we
believe have high growth potential over the long term.

Investment advisory Our investment adviser is meVC Advisers and our investment
services...................... sub-adviser is DAE Advisers.

Principal strategies.......... meVC Advisers and DAE Advisers will use the following
principal strategies to achieve our investment objective:

-- emphasize investments in life sciences companies,
primarily in the biotechnology, genomics, proteomics,
pharmaceuticals, medical devices, drug delivery,
diagnostics, predictive medicine and healthcare
information technology sectors;

-- utilize a flexible model by investing in venture
capital, private equity and structured financings, with an
emphasis on mezzanine and expansion round financing as
well as other private investments in later-stage
companies with publicly traded shares;

-- exercise investment discipline through extensive due
diligence, diversification and active monitoring of our
portfolio companies;

-- invest in companies in which technology risk has been
well-defined and in which we can either identify value that
is not recognized by others or invest at a valuation
that is low relative to the potential return of the
investment; and

-- enhance the competitiveness of portfolio companies by
offering to provide managerial assistance.
</TABLE>

5
<PAGE>

<TABLE>
<S> <C>
Use of proceeds............... We will use the net proceeds from the offering to invest in
portfolio companies in accordance with our investment
objective and principal strategies. We plan to reserve
approximately 20% of the net offering proceeds for follow-on
investments and future management fees. Our intention is to
invest the net proceeds after reserves in accordance with
our investment objective at the following rate:
approximately 10% to 20% at or about six months from the
offering date, approximately 25% to 50% at or about one year
from the offering date, approximately 75% at or about two
years from the offering date, and full investment at or
about three years from the offering date. There can be no
assurances that the Fund will be able to achieve its
targeted investment pace.

Distributions................. We will distribute at least annually a minimum of 90% of the
net dividend and interest income we receive from short-term
investments. During the period in which we are evaluating
and selecting portfolio companies in which to invest, we
will invest our capital primarily in short-term investment
grade securities. These investments will generate interest
income for distribution. However, as we invest the proceeds
of this offering in portfolio companies, we will have less
interest income available for distribution.

Generally, we intend to distribute realized capital gains,
net of realized and unrealized capital losses and fees and
expenses, that we generate. In addition, if a portfolio
company is sold, merged or goes public, we may distribute
cash or stock in either the portfolio company or the
acquiring company. The timing of capital gains distributions
will vary depending on when we liquidate our investments in
individual portfolio companies.

Suitability requirements...... An investment in our shares involves a considerable amount
of risk. Because it is possible that you may lose some or
all of your investment, you should not invest in our shares
unless you can afford a total loss of your investment. Prior
to making your investment decision, you should (i) consider
the suitability of this investment with respect to your
investment objectives and personal situation, (ii) consider
factors such as your personal net worth, income, age, risk
tolerance and liquidity needs, and (iii) consult your broker
and financial adviser to determine whether the risk profile
of your account is suitable for this investment.

Listing on national We intend to apply for authorization to list our shares on
exchange...................... the New York Stock Exchange under the symbol [HVC]. We also
intend to apply for a delay of trading for 90 days from the
date of the offering. Until such time it may be difficult,
if not impossible, for you to sell your shares.
</TABLE>

RISK FACTORS

Purchasing shares of our common stock carries significant risk of losing some or
all of your investment. Prior to investing in our stock, should consider the
risk factors described on pages 8 to 16 of this prospectus and the impact of
events that could adversely affect our business.

6
<PAGE>
Fee table and synopsis

You can expect to bear, directly or indirectly, the following costs and expenses
in connection with an investment in shares of our common stock.

OFFERING EXPENSES

Stockholder Transaction Expenses (1)

TRANSACTION EXPENSES (AS A PERCENTAGE OF THE OFFERING PRICE PER SHARE)

<TABLE>
<S> <C>
Sales load.................................................. 5.0%
Dividend Reinvestment Plan fees............................. None
----
TOTAL STOCKHOLDER TRANSACTION EXPENSES.................... 5.0%
====
</TABLE>

ANNUAL EXPENSES

ANNUAL EXPENSES (AS A PERCENTAGE OF NET ASSETS)

<TABLE>
<S> <C>
Management fee to meVC Advisers (2)......................... 2.5%
----
TOTAL ANNUAL EXPENSES..................................... 2.5%
====
</TABLE>

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(1) Does not include organizational and offering expenses, which are estimated
to be approximately and respectively. The organizational expenses
will be paid by meVC Advisers and the offering expenses will be paid by the
Fund.

(2) meVC Advisers has agreed to pay DAE Advisers 40% of this amount, or an
annual fee equal to 1.0% of our average weekly net assets payable in monthly
installments. See "Investment Adviser" and "Investment Sub-Adviser."

In addition to the management fee, we have agreed to pay meVC Advisers annual
incentive compensation equal to 20% of our annual realized capital gains, net of
realized and unrealized capital losses. In exchange for the services rendered by
DAE Advisers, meVC Advisers has agreed to pay DAE Advisers 85% of the incentive
compensation it receives from the Fund or a carried interest equal to 17% of the
Fund's annual realized capital gains net of realized and unrealized capital
losses. See "Investment Adviser" and "Investment Sub-Adviser."

EXAMPLE OF COSTS AND EXPENSES CALCULATION

THE FOLLOWING EXAMPLE DOES NOT INCLUDE CARRIED INTEREST COMPENSATION, WHICH IS
TIED TO OUR GENERATION OF NET CAPITAL GAINS ON OUR INVESTMENTS.

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Assuming a 5% annual return, you can expect to pay the
following cumulative amounts in management fees on a
$1,000 investment (includes sales load)................... $75 $127 $181 $328
</TABLE>

Our actual rate of return may be greater or less than the hypothetical 5% return
used above. The 5% return is merely a hypothetical return that is required by
law to be used to demonstrate the costs and expenses of an investment in shares
of our common stock, and does not reflect our expectation of the actual return
that you may or may not realize from an investment in our shares.

7
<PAGE>

Risk factors

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS IN ADDITION TO THE
OTHER INFORMATION SET FORTH IN THIS PROSPECTUS BEFORE PURCHASING OUR SHARES.
PURCHASING SHARES OF OUR COMMON STOCK CARRIES SIGNIFICANT RISK OF LOSING SOME OR
ALL OF YOUR INVESTMENT.

RISKS OF THIS INVESTMENT

INVESTING IN OUR STOCK IS HIGHLY SPECULATIVE AND YOU COULD LOSE SOME OR ALL OF
THE AMOUNT YOU INVEST.

The value of our common stock may decline and may be affected by numerous market
conditions, which could result in the loss of some or all of your investment in
our shares. The securities markets frequently experience extreme price and
volume fluctuation that affect market prices for securities of companies in
general, and life sciences companies in particular. Because of our focus on the
life sciences industry, our stock price is likely to be impacted by these market
conditions. General economic conditions and general conditions in the life
sciences industries will also affect our stock price.

INVESTING IN OUR SHARES MAY NOT BE APPROPRIATE FOR YOUR RISK TOLERANCE.

The Fund's investments, in accordance with its investment objective and
principal strategies, may result in an above average amount of risk and
volatility or loss of principal. Our investments in portfolio companies may be
highly speculative and aggressive, and therefore, an investment in our shares
may not be appropriate for your risk tolerance.

RISKS OF VENTURE CAPITAL INVESTING

THE INABILITY OF OUR PORTFOLIO COMPANIES TO COMMERCIALIZE THEIR TECHNOLOGY,
CREATE OR DEVELOP COMMERCIALLY VIABLE PRODUCTS OR SUCCESSFULLY MARKET THESE
PRODUCTS WOULD HAVE A NEGATIVE IMPACT ON OUR INVESTMENT RETURNS.

AN INVESTMENT STRATEGY FOCUSED PRIMARILY ON PRIVATELY HELD COMPANIES PRESENTS
CERTAIN CHALLENGES, INCLUDING A LACK OF AVAILABLE INFORMATION ABOUT THESE
COMPANIES AND A GREATER VULNERABILITY TO ECONOMIC DOWNTURNS.

We intend to invest primarily in privately held companies and other securities
that are not publicly traded. Generally, very little public information exists
about these companies and we will be required to rely on the ability of the
members of DAE Advisers to obtain information about these companies. Also,
privately held companies frequently have less diverse product lines and smaller
market presence than larger competitors. They are thus generally more vulnerable
to economic downturns and may experience substantial variations in operating
results. These factors could adversely affect our investment returns.

8
<PAGE>
Risk factors

OUR PORTFOLIO COMPANIES WILL LIKELY HAVE SIGNIFICANT COMPETITION, BOTH FROM
OTHER EARLY-STAGE COMPANIES AND MORE ESTABLISHED COMPANIES.

Emerging growth companies often face significant competition, both from other
early-stage companies and from more established companies. Early-stage
competitors may have strategic capabilities such as an innovative management
team or an ability to react quickly to changing market conditions, while more
established companies, such as large pharmaceutical companies, may possess
significantly more experience and greater financial resources than our portfolio
companies. These factors could adversely affect our investment returns.

OUR INVESTMENT RETURNS WILL DEPEND ON THE SUCCESS OF OUR PORTFOLIO COMPANIES
AND, ULTIMATELY, THE ABILITIES OF THEIR KEY PERSONNEL.

Our success will depend upon the success of our portfolio companies. Their
success, in turn, will depend in large part upon the abilities of their key
personnel. The day-to-day operations of our portfolio companies will remain the
responsibility of their key personnel. Our portfolio companies may not be able
to attract and retain qualified managers and personnel. Any inability to do so
may adversely impact our investment returns.

SOME OF OUR PORTFOLIO COMPANIES MAY NEED ADDITIONAL CAPITAL, WHICH MAY NOT BE
READILY AVAILABLE.

Companies in which we make seed or expansion round investments will often
require substantial additional equity financing to satisfy their continuing
capital requirements. Each round of venture or private equity financing is
typically intended to provide a company with only enough capital to reach the
next stage of development. We cannot predict the circumstances or market
conditions under which our portfolio companies will seek additional capital. It
is likely that one or more of our portfolio companies will not be able to raise
additional financing or may be able to do so only at a price or on terms which
are unfavorable, either of which could adversely impact our investment returns.

RISKS OF THE LIFE SCIENCES INDUSTRY

THE FUND IS CONCENTRATED AND WILL INVEST THE MAJORITY OF ITS ASSETS IN THE LIFE
SCIENCES INDUSTRY.

Because we intend to invest a majority of the Fund's assets in life sciences
companies, you should be aware of certain special considerations and risk
factors relating to investment in such companies. These risks include intense
competition, rapid technological change and obsolescence, and pervasive
regulatory requirements of federal and state governments. Accordingly, in
addition to the risks associated with any strategy seeking capital appreciation,
the Fund's portfolio will bear the additional risks that many life sciences
companies may be subject to, and may be adversely affected by some of the same
general trends relating to demand for products and services. An investment in
the Fund should not be considered a balanced investment program and is intended
to represent a part of a more complete investment program.

THE LIFE SCIENCES INDUSTRY DEPENDS EXTENSIVELY ON THE DEVELOPMENT OF NEW
PRODUCTS AND TECHNOLOGIES.

Certain sectors within the life sciences industry are characterized by rapidly
changing technologies. These changes may render existing products and
technologies obsolete. Unanticipated problems may arise in connection with the
development of new products or technologies, and many such efforts may be
ultimately unsuccessful. Delays in generating products may result in the need to
seek additional

9
<PAGE>
Risk factors

capital, potentially diluting the interests of existing investors, such as the
Fund. In addition, liability for products that are later alleged to be harmful
or unsafe may be substantial, and may have a significant impact on a life
sciences company's market value and share price.

THE LIFE SCIENCES INDUSTRY IS SUBJECT TO EXTENSIVE GOVERNMENT REGULATION. IT IS
ALSO POSSIBLE THAT CURRENT REGULATORY FRAMEWORKS MAY CHANGE AND HAVE AN ADVERSE
EFFECT ON OUR PORTFOLIO COMPANIES.

The extensive government regulation of the life sciences industry creates
additional uncertainty and risks for the Fund. Of particular significance are
the Food and Drug Administration's requirements covering research and
development, testing, manufacturing, quality control, labeling and promotion of
drugs for human use. A pharmaceutical product, for instance, cannot be marketed
in the United States until it has been approved by the FDA, and then can only be
marketed for the indications and claims approved by the FDA. Obtaining these
government approvals can often be lengthy and expensive processes and also have
uncertain outcomes. We cannot be sure that our portfolio companies can obtain
necessary regulatory approvals on a timely basis, if at all, for any of the
products they are developing, and the failure to obtain FDA approval could have
a material, adverse effect on the success of the portfolio companies. If our
portfolio companies fail to comply with regulatory requirements, they could
become subject to fines or penalties. Moreover, it is possible that the current
regulatory framework could change or additional regulations could arise at any
stage during the product development phase of our portfolio companies, which may
affect their ability to obtain approval of their products.

STOCK PRICES AND VALUATIONS OF LIFE SCIENCES COMPANIES CAN BE EXTREMELY
VOLATILE.

Stock prices of life science companies have historically been extremely
volatile, particularly when their products are up for regulatory approval under
regulatory scrutiny. While we generally will make investment decisions based on
a belief that actual or anticipated products or services will produce future
earnings, if an anticipated event is delayed or does not occur, or if investor
perceptions about a company change, the company's stock price and valuation may
decline sharply. Consequently, the Fund's performance may sometimes be
significantly worse than that of other types of funds, even those in other high
growth sectors.

MANY LIFE SCIENCES COMPANIES DEPEND EXTENSIVELY ON PATENTS, TRADEMARKS AND OTHER
INTELLECTUAL PROPERTY. THE INABILITY OF OUR PORTFOLIO COMPANIES TO OBTAIN AND
PROTECT THEIR PROPRIETARY RIGHTS CAN BE A DIFFICULT AND COSTLY ENDEAVOR AND HAVE
AN ADVERSE AFFECT ON THE SUCCESS OF THE COMPANIES.

Many of the life sciences companies in which we will consider investing depend
heavily on intellectual property rights, including patents, trademarks and
servicemarks. The ability to effectively enforce patent, trademark and other
intellectual property laws will affect the value of many of these companies.
More specifically, the patent positions of companies in the life sciences
industry can be highly uncertain and involve complex legal and factual
questions. Accordingly, the breadth of claims allowed in these companies'
patents cannot be predicted. Patent disputes are frequent and can preclude
commercialization of products. Patent litigation is costly in its own right and
could subject our portfolio companies to significant liabilities to third
parties. The presence of patents or other proprietary rights belonging to other
parties may lead to the termination of the research and development of a
portfolio company's particular product.

10
<PAGE>
Risk factors

THE UNCERTAINTY OF THIRD PARTY PAYOR APPROVAL MAY LIMIT THE SCOPE BY WHICH OUR
PORTFOLIO COMPANIES CAN SUCCESSFULLY SELL THEIR PRODUCTS.

The availability of reimbursement by governmental and third party payors affects
the market for many life sciences products. These third party payors continually
attempt to contain or reduce the costs of healthcare. In the United States,
there have been a number of legislative and regulatory proposals to change the
healthcare system, and further proposals are likely. The potential for adoption
of these proposals affects our portfolio companies' ability to obtain
collaborative partners and market their products. Our portfolio companies may
not be able to sell their products profitably if reimbursement is unavailable or
limited in scope.

IF ETHICAL AND OTHER CONCERNS SURROUNDING THE USE OF GENETIC INFORMATION BECOME
WIDESPREAD, CERTAIN COMPANIES IN WHICH WE INVEST MAY HAVE LESS DEMAND FOR THEIR
PRODUCTS.

Genetic testing has raised ethical issues regarding confidentiality and the
appropriate uses of the resulting information. For these reasons, governmental
authorities may call for limits on or regulation of the use of genetic testing
or prohibit testing for genetic predisposition to certain conditions,
particularly for those that have no known cure. Any of these scenarios could
reduce the potential markets for products of certain companies in which we may
invest, which could have a material adverse effect on our returns.

THE PORTFOLIO COMPANIES IN WHICH WE INVEST MAY BE UNABLE TO TRANSFORM THEIR
TECHNOLOGICAL ADVANCES INTO MARKETABLE PRODUCTS.

Many of the life sciences companies in which we may invest have devoted a large
percentage of their resources to research and development for technological
advances in various areas of the life sciences. These research and development
efforts are pursued to achieve advances in both innovative and improved products
and services. Some of these research efforts may not produce advances that are
applicable to products or services. Additionally, even if these research efforts
are successful, these companies may not have the ability or the resources to
translate the advances into marketable products, or may be able to do so only
after incurring additional expense and delay.

RISKS OF THE FUND

THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SHARES AND TRADING WILL COMMENCE NOT
LATER THAN 90 DAYS AFTER THE DATE OF THE OFFERING. PRIOR TO THIS DATE, THE
UNDERWRITERS DO NOT INTEND TO MAKE A MARKET IN OUR SHARES, ALTHOUGH WE CANNOT BE
CERTAIN THAT A LIMITED MARKET WILL NOT DEVELOP.

There is currently no secondary market for our shares and there is no assurance
that one will develop in the near future, if ever. We intend to apply for
authorization to list our shares on the New York Stock Exchange, but trading
will commence not later than 90 days after the date of the offering. Prior to
this date, the underwriters do not intend to make a market in our shares,
although we cannot be certain that a limited market will not develop.
Consequently, an investment in our shares will be illiquid, at least in the
short term.

WE ARE A CLOSED-END INVESTMENT COMPANY AND WILL NOT REDEEM OUR SHARES.
HISTORICALLY, THE SHARES OF CLOSED-END FUNDS HAVE TRADED AT A DISCOUNT TO THEIR
NET ASSET VALUE.

11
<PAGE>
Risk factors

particular, our shares may trade at a discount even greater than other
closed-end funds since we may not realize a return on our investments for a
considerable amount of time. Additionally, because we expect it to take
approximately three years to fully invest the net proceeds of the offering, less
an appropriate reserve for follow-on investments and future management fees,
there is an increased risk in the short term that our shares will trade at a
discount.

WE ARE NOT LIKELY TO REALIZE RETURNS ON OUR INVESTMENTS IN PORTFOLIO COMPANIES
FOR SEVERAL YEARS. THUS, AN INVESTMENT IN SHARES OF OUR COMMON STOCK IS ONLY
APPROPRIATE FOR INVESTORS WHO DO NOT NEED SHORT-TERM LIQUIDITY OF THEIR
INVESTMENT IN OUR SHARES.

We intend to make investments as rapidly as possible consistent with our
investment objective. However, it is likely that a significant period of time
will be required before we are able to fully invest the proceeds of this
offering, and a portion of our funds will be held in reserve for follow-on
investments and future management fees. Additionally, with venture capital,
private equity and structured investments it may take at least several years
before the portfolio company is in a position to sell its shares in a public
offering or engage in a sale or merger. A portion of the securities of our
portfolio companies will be "restricted" under Rule 144 of the Securities Act
and thus cannot be sold unless we satisfy the requirements of Rule 144.
Accordingly, it may be several years before we are able to sell our investments
and make any distributions of gains to our stockholders.

WE HAVE NOT YET IDENTIFIED ANY PORTFOLIO COMPANY INVESTMENTS.

We have not yet identified any potential investments for our portfolio and,
thus, you will not be able to evaluate any specific portfolio company
investments prior to purchasing shares of our common stock. Additionally, our
investments will be selected by the managing members of DAE Advisers, subject to
the approval of our board of directors, and our shareholders will not have input
into our investment decisions. Both of these factors will increase the
uncertainty, and thus the risk, of investing in our shares.

THERE ARE SIGNIFICANT POTENTIAL CONFLICTS OF INTEREST THAT COULD IMPACT OUR
INVESTMENT RETURNS.

There are significant potential conflicts of interest inherent in our structure
and business model. We do not anticipate having independent managers or
employees and thus must rely upon meVC Advisers and DAE Advisers to provide
administrative services as well as investment advisory services. The principals
of both meVC Advisers and DAE Advisers perform or may perform similar services
for other investment funds and serve as officers or directors of other entities,
and are thus not able to devote all of their time to the Fund. They may also
have obligations to investors in those other investment funds, the fulfillment
of which might not be in the best interests of the Fund. It is possible that new
investment opportunities that meet the Fund's investment objective that are
offered to or reviewed by an affiliated fund may not be offered to or reviewed
by either the managing members of DAE Advisers or the Fund. Both meVC Advisers
and DAE Advisers have an interest in our profits which may impact any decisions
they may make with respect to our investments in portfolio companies.
Additionally, affiliates of DAE Advisers may receive brokerage or investment
banking fees from portfolio companies in which we invest in connection with
structuring investments for, or providing advice to, portfolio companies.
Moreover, our legal counsel may also serve as legal counsel to meVC Advisers and
DAE Advisers. Finally, the interests of a company in which we invest may, from
time to time, conflict with the best interests of one or more of our
shareholders.

12
<PAGE>
Risk factors

VALUING OUR PORTFOLIO IN THE FUTURE WILL BE DIFFICULT AND INEXACT AND MAY NOT
REFLECT THE TRUE VALUE OF OUR INVESTMENTS IN PORTFOLIO COMPANIES.

There is typically no public market for the securities of small, privately held
companies. Our Board of Directors will value our portfolio from time to time
based on their best estimate of the value of each of our individual investments
in portfolio companies. Our Board of Directors may also consult with accounting
firms, investment banks and other consulting firms when needed, to assist in
valuation of our investments. Portfolio valuation, however, is inherently
subjective. The net asset value set by our board of directors may not reflect
the price at which you could sell our shares in the open market.

BOTH THE FUND AND OUR INVESTMENT ADVISER WERE ONLY RECENTLY FORMED, WITH THE
FUND HAVING NO PRIOR OPERATING HISTORY, AND THE INVESTMENT ADVISER HAVING A
LIMITED OPERATING HISTORY. THUS, OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON
THE EXPERTISE AND EXPERIENCE OF THE MANAGING MEMBERS OF DAE ADVISERS.
ADDITIONALLY, A CHANGE IN OUR RELATIONSHIP WITH MEVC ADVISERS AND DAE ADVISERS
COULD HAVE AN ADVERSE EFFECT ON OUR ABILITY TO ACHIEVE OUR INVESTMENT OBJECTIVE.

Although the managing members of DAE Advisers have considerable experience in
making investments in life sciences companies, both the Fund and meVC Advisers
were only recently formed, with the Fund having no operating history, and meVC
Advisers having a limited operating history. Our success in identifying
investment opportunities and pursuing and managing such investments is, to a
large degree, dependent upon the expertise, experience and contacts of the
managing members of DAE Advisers and its ability to attract and retain quality
personnel. Moreover, during the life of the Fund, the membership in DAE Advisers
may change and could have an adverse effect on our ability to achieve our
investment objective.

Additionally, a change in our relationship with meVC Advisers and DAE Advisers
could have an adverse effect on our ability to achieve our investment objective.
The sub-advisory agreement may be terminated by meVC Advisers, DAE Advisers or
the Fund, and the advisory agreement may be terminated by meVC Advisers or the
Fund, in either case upon delivery of written notice of termination at least 60
days prior to the termination date. Moreover, meVC Advisers and DAE Advisers
have agreed that, in the event either such agreement is terminated involuntarily
with respect to the other party, both parties will be prohibited from providing,
directly or indirectly, future investment advisory services to the Fund. Thus,
if the advisory agreement or sub-advisory agreement is terminated, our success
will depend in large part on our ability to obtain investment advisory services
similar to those offered by DAE Advisers. We are likely to experience difficulty
in obtaining comparable services. If we are unable to obtain these services, or
if we are only able to do so on less favorable terms than those offered by DAE
Advisers, it will have a significant negative impact on our investment returns.

PAST PERFORMANCE OF THE VENTURE CAPITAL AND PRIVATE EQUITY INDUSTRIES AS A WHOLE
IS NOT NECESSARILY INDICATIVE OF THE FUTURE PERFORMANCE OF THOSE INDUSTRIES, NOR
IS IT NECESSARILY A GOOD PROXY FOR PREDICTING THE RETURNS OF THE FUND, WHICH
WILL FOCUS ON THE LIFE SCIENCES INDUSTRY.

-- the lower return we are likely to realize on short-term liquid investments
during the period in which we are identifying potential investments, and

13
<PAGE>
Risk factors

-- the periodic disclosure required of business development companies, which
could result in the Fund being less attractive as an investor to certain
potential portfolio companies.

WE MAY ENGAGE IN HEDGING ACTIVITIES AND THOSE ACTIVITIES INVOLVE RISKS THAT ARE
DIFFERENT FROM THE RISKS INVOLVED WITH TRADITIONAL VENTURE CAPITAL INVESTMENTS.

We may engage in hedging activities, including short sales of securities and
purchase of put and call options, in an effort to protect the value of our
investment portfolio from changes in the market value of securities in which we
have invested, or in the market value of securities into which securities in our
portfolio are convertible. However, hedging activities may not be successful in
protecting against losses, and the cost of hedging activities may result in
lower profits than could have been realized if we did not engage in hedging
activities.

OUR PORTFOLIO COMPANIES MAY DEFAULT ON THEIR OBLIGATIONS TO US.

Some companies in which we invest may experience cash flow problems or other
financial difficulties. A portfolio company may default on its obligations to
pay interest or principal on its outstanding obligations. An issuer of
convertible debt, preferred stock or warrants may default on its obligation to
issue the common shares into which such debt or preferred stock or warrants are
convertible. Portfolio companies may be unable, or default in their obligation,
to register securities which we own.

THE MARKET FOR VENTURE CAPITAL AND PRIVATE EQUITY INVESTMENTS IS HIGHLY
COMPETITIVE. IN SOME CASES, OUR STATUS AS A REGULATED BUSINESS DEVELOPMENT
COMPANY MAY HINDER OUR ABILITY TO PARTICIPATE IN INVESTMENT OPPORTUNITIES.

We will likely face substantial competition in our investing activities from
private venture capital and private equity funds, investment affiliates of large
industrial, technology, service and financial companies, small business
investment companies, wealthy individuals and foreign investors. As a regulated
business development company, we are required to disclose quarterly the name and
business description of portfolio companies and the value of any portfolio
securities. Many of our competitors are not subject to this disclosure
requirement. Our obligation to disclose this information could hinder our
ability to invest in certain portfolio companies. Additionally, other
regulations, current and future, may make us less attractive as a potential
investor to a given portfolio company than a private venture capital fund not
subject to the same regulations.

THE VENTURE CAPITAL AND PRIVATE EQUITY INDUSTRIES ARE GROWING, AND WITH MORE
CAPITAL READILY AVAILABLE, OUR SUCCESS WILL BE LARGELY DEPENDENT ON A CONTINUING
SUPPLY OF FAVORABLE INVESTMENT OPPORTUNITIES.

There has been a significant amount of new capital invested in venture capital
and private equity funds in recent years and this trend is likely to continue.
With the amount of capital available, some companies that may have had
difficulty in obtaining funding in the past may be able to do so more easily,
notwithstanding that the chances of success for these investments may be low. In
addition, there is likely to be an increasing amount of competition among
venture capital and private equity funds for the best investment prospects.
Thus, our success will be largely dependent on our ability to find the most
favorable opportunities in a highly competitive venture capital and private
equity market, while avoiding the marginal prospects.

14
<PAGE>
Risk factors

OUR SUCCESS WILL BE SIGNIFICANTLY AFFECTED BY THE STATE OF THE SECURITIES
MARKETS IN GENERAL, AND MORE SPECIFICALLY BY THE MARKET FOR THE LIFE SCIENCES
INDUSTRY.

Any adverse change in the public financial markets could significantly impact
our ability to realize our investment objective. Our ability to achieve
attractive investment returns will also depend upon the availability of
strategic or financial acquirers of our portfolio companies. The interest of
potential buyers in acquiring our portfolio companies will vary with general
economic conditions and the valuations that they are willing to place on our
portfolio companies will vary with the valuations of comparable publicly traded
companies.

WE MAY INVEST UP TO 25% OF THE FUND'S ASSETS IN HIGH GROWTH INDUSTRIES OTHER
THAN THE LIFE SCIENCES INDUSTRIES.

In addition to investments in life sciences companies, we may invest up to 25%
of the Fund's assets in other high growth industries. Such investments will
consist primarily of venture capital and other private equity investments in
information technology companies, computer hardware and software companies, and
other technology companies that we believe have high growth potential over the
long term. We will screen potential portfolio companies from these other sectors
according to prescribed investment criteria and will assess their technologies,
products, target markets and management teams as we believe necessary. There can
be no assurance that our investments in other high growth industries will
produce a rate of return equal to or greater than our investments in the life
sciences industry.

IF WE ARE UNABLE TO COMPLY WITH SUBCHAPTER M OF THE INTERNAL REVENUE CODE IN ANY
GIVEN YEAR, WE WILL LOSE PASS-THROUGH TAX TREATMENT FOR THAT YEAR, WHICH COULD
SUBSTANTIALLY REDUCE THE AMOUNT OF INCOME AVAILABLE FOR DISTRIBUTION TO OUR
STOCKHOLDERS.

We intend to elect to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code. To qualify for Subchapter M status,
we must meet qualifying income distribution and asset diversification
requirements. In each year in which we are able to meet the requirements of
Subchapter M, we will generally not be subject to federal taxation on net
investment income and net capital gains that we distribute to our stockholders.
If we are not able to meet the requirements of Subchapter M in any given year,
however, our income would be fully taxable at the federal level, which could
result in a substantial reduction in income available for distribution to our
stockholders. If we fail to meet the requirements of Subchapter M in our first
taxable year or, with respect to later years, for more than two consecutive
years and then seek to requalify under Subchapter M, we would be required to
recognize gain to the extent of any unrealized appreciation on our assets. In
that case, any gain recognized by the Fund likely would be distributed to
shareholders as a taxable distribution. For additional information regarding
federal income tax consequences of an investment in the Fund, see the Statement
of Additional Information.

IF YOU ARE AN ERISA PLAN OR AN IRA, YOU MUST DETERMINE THAT THE INVESTMENT IN
SHARES OF OUR COMMON STOCK IS PRUDENT AND MEETS YOUR INVESTMENT GUIDELINES. WE
CAN MAKE NO GUARANTEE THAT OUR ASSETS WILL NOT BE CONSIDERED "PLAN ASSETS" OF
YOUR PLAN OR IRA.

If you are an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974, or ERISA, the fiduciary acting on your behalf when
investing in shares of our common stock should satisfy itself that an investment
in the shares is consistent with the prudence standards of Section 404 of ERISA
and is prudent in light of your cash needs and other ERISA requirements. If you
are an ERISA plan or an individual retirement account, or IRA, you should assure
yourself that the investment is not a prohibited transaction under Section 406
of ERISA or Section 4975 of the Internal

15
<PAGE>
Risk factors

Revenue Code. The Department of Labor has issued regulations that characterize
the assets of some entities as "plan assets" of the ERISA plans and IRAs that
invest in those entities. We anticipate that our shares will be considered
"publicly offered securities" within the meaning of the regulations, and our
assets would not be considered plan assets. However, we strongly urge you or
your fiduciaries to consult your own advisers prior to purchasing shares of our
common stock.

OUR ARTICLES OF INCORPORATION AND BYLAWS CONTAIN CERTAIN PROVISIONS THAT MAY
SERVE TO DETER A HOSTILE TAKEOVER AND THUS MAY LIMIT YOUR ABILITY TO SELL OUR
SHARES AT A PREMIUM OVER PREVAILING MARKET PRICES.

Our articles of incorporation and bylaws provide for our Board of Directors to
be divided into three classes of directors serving staggered three-year terms. A
staggered board of directors severely restricts the ability of stockholders to
replace a majority of our directors in a rapid manner. Additionally, other
provisions contained in our articles of incorporation may also serve to limit
the ability of our stockholders to remove a director from office and to convert
from a closed-end investment company to an open-end investment company. Finally,
our bylaws limit the ability of stockholders to call a special meeting. All of
these provisions may serve to deter a hostile takeover and thus may limit your
ability to sell our shares at a premium over prevailing market prices.

16
<PAGE>

Forward-looking statements

This prospectus and the SAI include forward-looking statements. We have based
such statements largely on our current expectations and projections about future
events and trends in the life sciences industry, and the state of the public and
private financial markets and the economy in general. These forward-looking
statements are subject to a number of risks, uncertainties and assumptions about
the Fund, including, among other things:

-- general economic and business conditions and the general state of the
financial markets;

-- our expectations and estimates concerning the future growth and performance
of the venture capital and private equity industries;

-- our expectations and estimates concerning the future growth and performance
of life sciences companies;

-- existing and future laws and regulations imposed on life sciences companies,
including future laws and regulations set forth by the Food and Drug
Administration;

-- technological changes in the life sciences industry;

-- our ability to successfully implement our investment objective and
strategies; and

-- other risk factors described under "Risk Factors" in this prospectus.

In addition, in this prospectus and the SAI, the words "believe," "may," "will,"
"estimate," "continue," "anticipate," "intend," "expect," and similar
expressions, as they relate to the Fund, meVC Advisers or DAE Advisers and our
investment objective, business or management, are intended to identify forward-
looking statements.

We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
after the date of this prospectus or the SAI. Because of these risks and
uncertainties, the forward-looking events and circumstances discussed in this
prospectus and the SAI may not occur and actual results could differ materially
from those anticipated or implied in the forward-looking statements.

17
<PAGE>
Use of proceeds

We expect the net proceeds to us from the sale of shares of our common stock in
this offering to be approximately , not including net proceeds from the
exercise of the underwriters' over-allotment option. We have not allocated any
portion of the net proceeds to any particular investment. We intend to use most
of the net proceeds for investment in accordance with our investment objective.
Our investment objective is long-term capital appreciation primarily from
venture capital, private equity and structured investments in life sciences
companies, including those focused in the biotechnology, genomics, proteomics,
pharmaceuticals, medical devices, drug delivery, diagnostics, predictive
medicine and healthcare information technology sectors. We may also invest up to
25% of our assets in investments outside the life sciences industry, remaining
consistent with the general strategy of long-term capital appreciation. Until we
have identified appropriate investments in accordance with our investment
objective, we may invest all of our excess cash in short-term, interest-bearing
investment-grade securities or guaranteed obligations of the U.S. government.

Our intention is to reserve approximately 20% of the net offering proceeds for
follow-on investments and future management fees. We expect to invest the net
proceeds after reserves in accordance with our investment objective at the
following rate: approximately 10% to 20% at or about six months from the
offering date, approximately 25% to 50% at or about one year from the offering
date, approximately 75% at or about two years from the offering date, and full
investment at or about three years from the offering date. There can be no
assurances that the Fund will be able to achieve its targeted investment pace.
This investment period is due to the rigorous review process that the members of
DAE Advisers will undertake in an effort to select portfolio companies that meet
our investment objective. The investment review process will typically include
the following:

-- identifying attractive sectors within the life sciences industry;

-- market analysis;

-- company and technology assessments;

-- competitive analysis;

-- evaluation of management;

-- reference checks;

-- risk analysis; and

-- transaction size, pricing and structure analysis.

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Business

We are a newly organized, non-diversified closed-end investment company that has
elected to be treated as a business development company under the Investment
Company Act. A business development company is an investment company organized
under the laws of, and having its principal place of business in, the United
States that is operated for the purpose of making investments primarily to
foster smaller, developing businesses and making available significant
managerial assistance to the businesses in which it invests. For Internal
Revenue Service purposes, we are classified as a non-diversified investment
company under Subchapter M of the Code. Our investment adviser is meVC Advisers,
and our investment sub-adviser is DAE Advisers. Both meVC Advisers and DAE
Advisers are registered investment advisers under the Investment Advisers Act.
Our fiscal year ends on October 31.

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Investment objective and principal strategies

INVESTMENT OBJECTIVE

Our investment objective is long-term capital appreciation primarily from
venture capital, private equity and structured investments in life sciences
companies, including those focused in the biotechnology, genomics, proteomics,
pharmaceuticals, medical devices, drug delivery, diagnostics, predictive
medicine and healthcare information technology sectors. We will invest in
companies that we believe have high growth potential over the long term.
Potential portfolio companies will be screened according to prescribed
investment criteria and further assessment of all prospects' technologies,
products, target markets and management teams will also be conducted as needed.
After selecting our portfolio companies, we will seek to enhance their
competitive standing by offering to provide managerial assistance, including
assistance in preparing for future rounds of private or public financing,
recruiting management, refining business strategy, assisting with general
business operations and making introductions to venture firms, investment banks
and other potential sources of capital. We will seek to provide returns to our
stockholders through long-term appreciation in the value of our portfolio
companies. We may invest up to 25% of our assets in investments outside the life
sciences industry, primarily in the securities of companies in other high growth
areas, including information technology companies that we believe have high
growth potential over the long term.

THE FUND'S INVESTMENT RATIONALE

We believe that the existing market demands, the recent technological
developments and the current economic environment have created a compelling
rationale to invest in life sciences companies with the potential for attractive
financial returns. While no specific companies have been selected, we intend to
focus on venture capital, private equity and structured investments in the
following areas: biotechnology, genomics, proteomics, pharmaceuticals, medical
devices, drug delivery, diagnostics, predictive medicine and healthcare
information technology.

PRINCIPAL INVESTMENT STRATEGIES

We plan to use the following principal strategies to accomplish our investment
objective:

EMPHASIZE LIFE SCIENCES INVESTMENTS. We intend to invest primarily in companies
operating in the life sciences industry, including the biotechnology, genomics,
proteomics, pharmaceuticals, medical devices, drug delivery, diagnostics,
predictive medicine and healthcare information technology sectors, which we
believe have significant growth potential. In addition to representing high
growth areas for investment, these areas are consistent with the investment and
operating experience of the managing members of DAE Advisers.

UTILIZE A FLEXIBLE VENTURE CAPITAL AND PRIVATE EQUITY INVESTMENT MODEL. We
intend to make traditional venture capital investments in companies at various
stages with an emphasis on mezzanine and expansion round financing, as well as
other private equity investments in later stage firms and companies whose shares
are publicly traded. With respect to other private equity investments, we may
use structured investments in an effort to provide attractive returns with a
reduced risk of loss of principal. We believe that this investment approach may
allow us to commit significant capital to later stage investments with the
potential to realize gains earlier than would result from traditional venture
capital investments.

EXERCISE INVESTMENT DISCIPLINE. We will undertake a rigorous review process to
select for investment the companies that we believe have the highest growth and
return potential. We intend to spread risk by diversifying the portfolio across
various sectors within the life sciences industry. Additionally, we

20
<PAGE>

plan to assess carefully the capital needs of our portfolio companies and to
allocate funding to the companies that we believe will perform the best in the
future. Conversely, we will decline follow-on investments in portfolio companies
that we feel no longer have the potential for high growth.

-- INVEST AT VALUATION INFLECTION POINT. We will seek to invest in companies
in which technology risk has been well-defined and in which we can either
identify value that is not recognized by others or invest at a valuation
that is low relative to the potential return of the investment.

-- OFFER MANAGERIAL ASSISTANCE TO OUR PORTFOLIO COMPANIES. We plan to enhance
the value of portfolio companies through the application of the experience
of the managing members of DAE Advisers as investors and as operating
executives. In particular, we plan to use our extensive relationships
throughout the life sciences industry to facilitate strategic initiatives
such as mergers and partnerships, raising capital, attracting key employees,
and other value-added activities.

EMPHASIZE LIFE SCIENCES INVESTMENTS

We intend to invest in companies operating in the life sciences industry. Life
sciences is a dynamic and innovative industry which spans many sectors and
utilizes numerous areas of science and technology. Several of these sectors have
significant impact on the U.S. economy. For example, the healthcare sector
represents about 14% of the U.S. Gross Domestic Product, with approximately $1.3
trillion in annual outlays. Some significant sectors in the life sciences
industry include the biotechnology, genomics, proteomics, pharmaceuticals,
medical devices, drug delivery, diagnostics, predictive medicine and healthcare
information technology sectors.

We believe the life sciences industry has strong growth potential driven by the
need for new medical treatments, improved diagnostic tools and more efficient
information processing systems. Moreover, we believe the current landscape of
rapid technological and commercial expansion in the life sciences industry has
created an attractive environment for venture capital, private equity and
structured investments. We also believe that the life sciences sector remains
relatively underserved by venture capital and private equity investors. For
example, in the third quarter of 1999, over $5.0 billion was invested in high
technology related ventures, while only approximately $800 million was invested
in healthcare related enterprises. Attractive fundamentals of the life sciences
industry include:

MARKETPLACE DEMANDS:

-- Existing therapies do not adequately treat many serious diseases such as
cancer, cardiovascular diseases, metabolic diseases, neurodegenerative
diseases, infectious diseases and genetic diseases;

-- large and growing elderly population in the U.S. and other major countries
will increase the demand for innovative therapeutics; and

-- major opportunities exist for new technology to improve quality and reduce
total cost of care.

TECHNOLOGICAL DEVELOPMENTS:

-- Relative maturity of certain technologies such as genetic research, antibody
therapy, gene therapy, drug delivery, robotics and miniaturization have
created investment opportunities with more attractive risk-reward profiles
than in recent years when such technologies were relatively new and
unproven;

-- the nascent state of Internet-related applications for the life sciences
industry represents an attractive new field for potential investments; and

21
<PAGE>

-- recent technological advances in genomics, information technology and
semiconductor technology have created new tools to treat and diagnose
serious medical conditions.

ECONOMIC ENVIRONMENT:

-- High barriers to entry, including significant intellectual property
protection and substantial capital requirements for research and development
projects;

-- attractive business models based on highly differentiated and innovative
products and services;

-- large market for life sciences products and services with established
channels of distribution; and

-- demand for life sciences products and services historically has generally
been less affected by changes in general economic conditions.

UTILIZE A FLEXIBLE VENTURE CAPITAL AND PRIVATE EQUITY INVESTMENT MODEL

Traditional venture capital financing typically occurs in three stages: seed
stage, expansion round and mezzanine round. A seed round is the first round of
professional venture capital financing received by a newly formed company. The
proceeds of a seed round are often used to complete product development and to
fund operations of a company's core technical efforts and to attract and hire a
management team. An expansion round is typically the second and/or third round
of professional venture capital financing. The proceeds of an expansion round
are often used to further product development, expand organizational resources,
and build sales, marketing or production capabilities. A mezzanine round is
typically the last round of venture capital financing prior to an anticipated
merger or initial public offering. The proceeds of a mezzanine round are
generally used to attract strategic investors and to enhance the balance sheet
of the venture company prior to effecting an exit event.

We intend to make traditional venture capital investments primarily in life
sciences companies with high growth potential. These investments will be made in
all stages of venture capital financing with an emphasis on mezzanine and
expansion round financing. We also intend to make other private equity
investments in later stage companies, which in certain instances may include
companies that are publicly traded.

We may also invest a portion of our capital in start-up companies at the seed
stage, which we believe present the potential for larger gains, but with
increased risk and a longer horizon for the potential realization of gains than
expansion and mezzanine rounds of investment. When searching for and evaluating
seed round investment opportunities, we intend to seek companies with (i) strong
core management and technical teams, (ii) unique product concepts or a business
model indicating high growth potential and (iii) a focus on dynamic markets with
major unmet needs and limited competition. In general, we will seek management
teams with insightful ideas who we believe to be talented and motivated.

When seeking and evaluating expansion round investment opportunities, we intend
to pursue companies with proven technologies, products or service offerings that
require additional capital to achieve sustained growth. Consequently, we will
focus our diligence efforts on (i) the business plans of the enterprise, (ii)
the ability of the management team to execute these plans, (iii) general
assessment of technical and marketing risk, and (iv) the timeframe to an initial
public offering or other exit event.

When searching for and evaluating mezzanine investment opportunities, we will
seek companies which we believe will produce long-term capital appreciation and
which (i) possess a strong management team, (ii) have a strong board of
directors and investor support, (iii) occupy a leadership position in their
target markets and (iv) expect to effect an exit event within an appropriate
timeframe.

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<PAGE>

In addition to traditional venture capital investments, we intend to make other
private equity investments that typically will involve companies at a later
stage of development, whether publicly traded or privately held. The term
"private equity", in addition to traditional venture capital investments, refers
broadly to investments in the assets or securities of operating companies
through, for example, leveraged buy-outs, roll-ups and going private
transactions. The managing members of DAE Advisers have extensive experience
structuring and investing in these types of private equity transactions as well
as structured investments including: off-balance sheet securities, convertible
and preferred debt, other equity and revenue-linked securities, warrants,
options and common stock as well as other types of securities. We intend to
pursue private equity and structured investments in later stage companies that
meet our investment criteria and that offer the opportunity for rapid growth.
Such investments may involve larger commitments of capital by us than would be
typical for traditional venture capital investments and, accordingly, we expect
a more attractive risk-reward profile for such investments.

Although our investments in portfolio companies may be in common stock, our
investments will often be made through other financial instruments, including:

-- preferred stock, which gives the holder preference to payment in the event
that the portfolio company is liquidated or sold and typically offers the
holder input into decisions made by the portfolio company;

-- debt securities, which may or may not be collateralized by assets owned by
the portfolio company;

-- convertible preferred stock and convertible debt securities, which typically
offer dividend or interest income and greater protection of principal than
common stock, while at the same time permitting an investor to benefit from
appreciation in the value of the underlying common stock; and

-- warrants and other rights to purchase equity or debt securities of a
portfolio company, which typically give the holder the right, but not the
obligation, to purchase other securities from the portfolio company.

Additionally, we may engage in short sales of securities and the purchase and
sale of put and call options for hedging purposes with respect to investments in
our portfolio. We will engage in such hedging transactions in an effort to
protect the value of our investment portfolio from changes in the market value
of securities in which we have invested, or in the market value of securities
into which securities in our portfolio are convertible. There can be no
assurance that our hedging activities will be successful, or that losses will be
avoided, and the cost of hedging activities may result in lower profits than
would have been realized if we did not engage in hedging at all.

EXERCISE INVESTMENT DISCIPLINE

We will undertake a rigorous review process to select for investment the
companies that we believe meet our investment objectives. We plan to routinely
monitor the status of many life sciences companies in a variety of sectors
through review of journals, attendance at conferences and through primary
research on areas of specific interest. In addition, the managing members of DAE
Advisers have developed extensive relationships with consultants, advisers,
entrepreneurs, bankers and other venture capitalists that will serve as a source
of potential deal flow. For companies presenting investment opportunities that
meet our general criteria, we will perform extensive due diligence, including
company and technology assessments, market analysis, competitive analysis,
evaluation of management, risk analysis, and transaction size, pricing and
structure analysis. To the extent necessary and appropriate, we will employ
consultants or other experts to assist in our assessment of products,
technologies and market dynamics.

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<PAGE>

DAE Advisers has developed extensive investment expertise through its experience
in the evaluation and selection of life sciences companies and products. Based
on this experience, we have established criteria for the selection of portfolio
companies, which include the following characteristics:

-- high quality and experienced management team;

-- an established competitive advantage within a high-growth sector of the life
sciences industry;

-- financial stability or clear path to raise additional needed funds; and

-- a potential initial public offering or other exit event.

We plan to diversify our investment portfolio within the life sciences industry
in order to increase the likelihood of investing in companies with high returns,
and in an effort to offset the impact of investments in companies that yield
losses. Monitoring our portfolio companies closely may help us better determine
whether or not they continue to be attractive candidates for further investment.
We plan to decline additional investments in portfolio companies that do not
continue to show promise. However, we will seek to reinvest in the portfolio
companies we believe will perform well in the future, in an effort to achieve
greater positive returns as a whole, and to protect our investments from
dilution.

We believe that risk management is essential to achieving our investment
objective, and we will manage our risk through extensive portfolio
diversification within the life sciences industry. We intend to invest in at
least 20 different companies, although the actual number of companies in which
we invest will be a function of total funds available and the allocation of
funds to seed, expansion, mezzanine and other private equity and structured
transactions. To ensure that our Board of Directors has the freedom to select
investments in companies that meet our investment objective, we do not
anticipate imposing formal limits on the amount of our capital that may be
invested in individual portfolio companies. However, we anticipate that no more
than [15%] of our assets, based on the cost of our investments, will be
committed at any one time to any one company.

INVEST AT VALUATION INFLECTION POINT

The managing members of DAE Advisers have extensive experience evaluating
research and development programs and characterizing associated risks. We will
seek to invest in companies and in research and development programs within
companies where technology risk has been well-defined and where there is a
reasonable likelihood of success, or where we find value that is not recognized
by others, as well as situations where research and development risk is low
relative to the valuation required for investment. We believe that this approach
will enable us to invest in companies with attractive valuations, increasing the
likelihood of generating returns to our stockholders in a shorter time period
than is typical for venture capital and private equity investments.

We will focus on investment opportunities that provide an opportunity for value
creation. The capital that we invest will enable a portfolio company either to
(i) accomplish an exit event through an initial public offering or other means
or (ii) achieve a goal that results in higher a valuation for the portfolio
company. Assessment of the likelihood of these outcomes will be a central focus
of our investment process.

MANAGERIAL ASSISTANCE TO OUR PORTFOLIO COMPANIES

We will offer to provide managerial assistance and guidance to our portfolio
companies. Such assistance may include serving on the board of directors of
companies in which we invest, as well as providing expertise in developing and
implementing business strategy and tactics, selecting and recruiting management
personnel, and general business development. We believe that such assistance

24
<PAGE>

may enable us to exercise influence with respect to such matters as research and
development plans, product development strategy, financing, budgeting,
marketing, management selection and exit strategies of our portfolio companies.
Additionally, we plan to use our extensive relationships throughout the life
sciences industry to facilitate strategic initiatives such as mergers and
partnerships, raising capital, finding key employees, and other value-added
activities.

INVESTMENTS OUTSIDE OF PRINCIPAL INVESTMENT OBJECTIVE

In addition to investments in life sciences companies, we may invest up to 25%
of the Fund's assets in other high growth industries.

25
<PAGE>

Management

DIRECTORS AND OFFICERS

Our Board of Directors is responsible for all aspects of our management and
day-to-day operations. We have a total of five directors, three of whom are
independent, as required by the Investment Company Act, and two affiliated, one
from meVC Advisers and one from DAE Advisers. Our Board of Directors will have
exclusive control of our business and operations, including the selection and
retention of our Investment Adviser. Except as otherwise required by law or our
articles of incorporation, our stockholders will have no rights to participate
in our business or operations.

PETER S. FREUDENTHAL Mr. Freudenthal is Chairman, Chief Executive Officer and a
director of the Fund. Mr. Freudenthal is also co-founder, President, and
Chairman of meVC.com, Inc. and Vice-Chairman and a director of the meVC Draper
Fisher Jurvetson Fund I, Inc. Previously, Mr. Freudenthal was a Senior
Biotechnology Equity Research Analyst and a Vice President with Robertson
Stephens & Company. Before joining Robertson Stephens, Mr. Freudenthal also
served as Director of Healthcare Research at Brean Murray & Company, a privately
held investment bank in New York. Mr. Freudenthal attended the Yale School of
Medicine where he focused on Neurosurgery and Trauma Surgery. Prior to medical
school, Mr. Freudenthal was Senior Graduate Fellow in the Laboratory of
Immunology & Cellular Physiology at The Rockefeller University in New York, as
well as a National Science Foundation Fellow and a David C. Scott Foundation
Fellow. From 1981 to 1985, Mr. Freudenthal was a Thomas J. Watson Scholar at the
IBM Research Center in Yorktown, New York. Mr. Freudenthal received his B.S.
with a double major in Molecular Biophysics & Biochemistry and Molecular Biology
from Yale College.

PATRICK G. ENRIGHT Mr. Enright is a director of the Fund and a managing member
of DAE Advisers. He has over 16 years of experience in the healthcare industry
as an operating executive and as a principal investor. Mr. Enright joined Diaz &
Altschul Group, LLC in February 1998 and is also managing member of Diaz &
Altschul Advisors, LLC, the investment adviser for the Delta Funds. Prior to
joining Diaz & Altschul Group, LLC, he was Chief Financial Officer and Vice
President of Business Development of Valentis, Inc., a NASDAQ-traded healthcare
company focused on the development of novel delivery technologies for biological
drugs, and remains a member of its board of directors. Mr. Enright joined
Valentis in March 1995 and was instrumental in developing and executing the
company's financing and corporate partnering strategies. From September 1993 to
June 1994, Mr. Enright was Senior Vice President of Finance and Business
Development at Boehringer Mannheim Therapeutics ("BMT"), a pharmaceutical
company with over $1 billion in annual revenues. BMT was a subsidiary of
Corange, Ltd., a multi-national pharmaceuticals, diagnostics and specialty
chemicals company that was acquired by Hoffmann-La Roche for approximately $10
billion. From September 1989 to September 1993, he was a Vice President at
PaineWebber Development Corporation. From 1984 to 1989, Mr. Enright worked at
Sandoz Corporation, a multi-national life sciences company (renamed Novartis
following its merger with Ciba-Geigy), where he held positions in business
development and mergers and acquisitions, reporting to the Chief Executive
Officer. Mr. Enright received his B.S. in Biological Sciences from Stanford
University and his M.B.A. from the Wharton School of Business at the University
of Pennsylvania.

[Three independent directors to be appointed.]

ANDREW E. SINGER Mr. Singer is President of the Fund. Mr. Singer is also
co-founder, Chief Executive Officer and a director of meVC.com, Inc. and the
President of the meVC Draper Fisher Jurvetson Fund I, Inc. Previously,
Mr. Singer was a Senior Associate at Robertson Stephens & Company. Before
joining Robertson Stephens, Mr. Singer was Director of New Business at The
Shansby Group, a venture capital firm managing approximately $120 million of
investor capital. Mr. Singer also served

26
<PAGE>
Management

as a Financial Analyst at The Blackstone Group, a boutique investment bank,
where he evaluated investments for Blackstone's $800 million leveraged
acquisition fund and provided strategic advisory services to portfolio companies
of the fund. Mr. Singer received his B.A. in East Asian Studies, cum laude with
distinction in the major, from Yale College and his M.B.A. with distinction from
the Harvard University Graduate School of Business.

PAUL WOZNIAK Mr. Wozniak is Vice President, Chief Financial Officer and
Treasurer of the Fund. Mr. Wozniak is also Chief Operating Officer of meVC.com,
Inc. and Vice President, Chief Financial Officer, and Treasurer of the meVC
Draper Fisher Jurvetson Fund I, Inc. Mr. Wozniak has fourteen years experience
in international fund management operations. Previously, Mr. Wozniak served in
various operational roles, most recently as Vice President and Director, Mutual
Fund Operations, at GT Global Inc./AIM Funds. At GT Global, Mr. Wozniak was
responsible for the overall management of the mutual fund accounting and pricing
groups for the GT Global mutual fund family, comprising over $10 billion in 37
funds invested worldwide. Mr. Wozniak also served as an officer of both GT
Global Inc. and the GT Global Family of Funds. Mr. Wozniak received his B.S. in
Accounting from the University of Scranton.

KENNETH PRIORE Mr. Priore is Secretary of the Fund. Mr. Priore is also Internal
Counsel and Director of Policy and Compliance for meVC.com, Inc. and Secretary
of the meVC Draper Fisher Jurvetson Fund I, Inc. Formerly, he was employed with
Charles Schwab & Co. Most recently, Mr. Priore served as Managing Attorney:
Third Party Actions, Arbitration and Litigation, for the Office of Corporate
Counsel at Charles Schwab, where he managed an active litigation docket of over
400 open matters representing over $100 million in customer assets. Prior to
that, Mr. Priore served as Policy Director, where he was responsible for
strategic planning and participated in product development teams for retail
financial services and e-commerce applications. He also served as a Corporate
Attorney at Charles Schwab. Mr. Priore received his B.A. from Tufts University
and his J.D. from Tulane Law School.

INVESTMENT ADVISER

meVC Advisers is our investment adviser. meVC Advisers was incorporated in
Delaware in December 1999. meVC Advisers is a wholly-owned subsidiary of
meVC.com, Inc. The executive offices of meVC.com and meVC Advisers are located
at 991 Folsom Street, San Francisco, California 94107. meVC Advisers is a
registered investment adviser under the Advisers Act.

meVC Advisers currently has two directors and four officers, all of whom are our
affiliates, as defined in the Investment Company Act. meVC Advisers will set our
strategic and operational direction and oversee the management of the Fund
through the activities of DAE Advisers. meVC Advisers will also manage our
day-to-day operations, including our accounting, finance, marketing,
record-keeping and regulatory compliance efforts.

In return for its services, we have agreed to pay to meVC Advisers an annual
management fee equal to 2.5% of our average weekly net assets, payable in
monthly installments, and annual incentive compensation equal to 20% of our
annual realized capital gains net of realized and unrealized capital losses.

Mr. Singer is Chief Executive Officer of meVC Advisers and a member of its board
of directors.

Mr. Freudenthal is President of meVC Advisers and Chairman of its board of
directors.

Mr. Wozniak is Vice President, Operations of meVC Advisers.

Mr. Priore is Secretary of meVC Advisers.

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<PAGE>
Management

The Investment Advisory Agreement may be terminated by meVC Advisers or the Fund
and the Investment Sub-Advisory Agreement may be terminated by DAE Advisers,
meVC Advisers or the Fund, in each case with written notice of termination
delivered to each party at least 60 days prior to the termination date. meVC
Advisers and DAE Advisers have agreed that in the event either of them is
terminated involuntarily by our Board of Directors, neither of them may
thereafter provide, directly or indirectly, investment advisory services to the
Fund. In the event of a termination of either agreement, our Board of Directors
will select a new investment adviser to implement our investment objective and
strategies.

INVESTMENT SUB-ADVISER

DAE Advisers is our investment sub-adviser. DAE Advisers will identify,
structure and negotiate investments for the Fund, as well as monitor and assist
our portfolio companies in the accomplishment of their operating objectives. The
managing members of DAE Advisers are Reinaldo M. Diaz, Arthur G. Altschul, Jr.,
and Patrick G. Enright. They have over 40 years of investment experience,
including experience investing in venture stage companies, as well as
entrepreneurial and managerial experience in the life sciences industry. They
have served on numerous boards of directors and have gained experience building
venture and development stage companies into successful enterprises. Through
their experience as fund managers, principal investors and operating executives,
they have developed an extensive network of contacts throughout the industry
that is expected to generate numerous investment opportunities. Moreover, they
have extensive understanding of the capital markets for life sciences companies,
as well as direct experience investing in common stock, structured equity and
debt of venture and development stage publicly traded companies. The managing
members of DAE Advisers are also the investment advisers to the Delta Funds, a
group of private investment funds with approximately $100 million in assets. The
Delta Funds focus on making investments in healthcare and life sciences
companies. Since 1996, the managing members of DAE Advisers have structured over
$250 million in investments.

The executive offices of DAE Advisers are located at 950 Third Avenue, New York,
New York 10022 and at 3000 Sand Hill Road, Menlo Park, California 94025. DAE
Advisers is a registered investment adviser under the Advisers Act.

In return for its services as Investment Sub-Adviser, DAE Advisers will receive
from meVC Advisers an amount equal to 40% of the management fee we pay to meVC
Advisers. meVC Advisers has also agreed to pay DAE Advisers 85% of the carried
interest it receives from the Fund. The Investment Sub-Advisory Agreement may be
terminated by meVC Advisers, DAE Advisers or us upon written notice of such
termination to each of the other parties at least 60 days prior to the effective
date of termination.

REINALDO M. DIAZ Mr. Diaz is a managing member of DAE Advisers. He has been
active in the investment banking industry for over 19 years. He is also a
founder of Diaz & Altschul Group, LLC, whose subsidiary, Diaz & Altschul
Advisors, LLC is the investment adviser for the Delta Funds. From 1993 to 1996,
Mr. Diaz was Managing Director and Head of the Healthcare Group at Schroder
Wertheim & Co., Inc., where he was responsible for establishing and developing
the firm's investment banking presence in the healthcare sector. From 1981 to
1993, Mr. Diaz was with PaineWebber Incorporated. From 1981 to 1985, he was a
member of the Investment Banking Department, where he focused on healthcare and
technology clients. In 1985, Mr. Diaz co-founded PaineWebber Development
Corporation ("PWDC") and in 1990, he became PWDC's President. PWDC provided
financial advisory services to healthcare clients, managed over $225 million of
capital invested principally in the healthcare sector, and raised approximately
$700 million to fund the development of novel biopharmaceutical and medical
device products, including Genentech's Activase (t-PA) and Protropin (Hgh),
Amgen's Neupogen (GCSF), Centocor's ReoPro, Genzyme's hyaluronic acid-based
products, and

28
<PAGE>
Management

Becton Dickinson's FACS instrument line. Mr. Diaz has served on the board of
directors of Alkermes, Inc., Amgen Development Corporation, Genentech
Development Corporation III, Genzyme Development Corporation and several private
companies. Mr. Diaz currently serves on the board of directors of Berkeley
HeartLabs, Inc., an e-healthcare company, and Medrium, Inc., a company
developing Internet-based tools for physicians' practices management software.
He is a graduate of Harvard College and of Harvard University Graduate School of
Business.

ARTHUR G. ALTSCHUL, JR. Mr. Altschul is a managing member of DAE Advisers. He
is also a founder of Diaz & Altschul Group, LLC, whose subsidiary, Diaz &
Altschul Advisors, LLC is the investment adviser for the Delta Funds. Between
1985 and 1991, Mr. Altschul worked in the Equity and Fixed-Income trading
departments at Goldman, Sachs & Co., was a founding limited partner of The
Maximus Fund, LP, and worked in the Equity Research department at Morgan Stanley
& Co. From its founding in 1992 through 1996, Mr. Altschul worked at SUGEN,
Inc., a biopharmaceutical company focused on cancer drug development, which was
recently acquired by The Pharmacia and Upjohn Corporation for $650 million.
Additionally, he has been responsible in various capacities for numerous venture
capital investments and sits on the board of directors of a number of venture
companies. Currently, Mr. Altschul serves on the board of directors of General
American Investors, Inc., a NYSE-traded closed-end investment company with over
$1 billion in gross assets; General American is one of the oldest publicly
traded closed-end funds in the United States. He also sits on the boards of
Medicis Pharmaceuticals, a NYSE-traded healthcare company focused on the
dermatology market; ValiGen, Inc., a privately held European-based genomics
company focused on the identification and validation of novel targets for drug
discovery and development; Microbes, Inc., a bioremediation company focused on
the petroleum industry; the Delta Opportunity Fund; and The Overbrook
Foundation, a $150 million not-for-profit foundation. Additionally, he is
Chairman of Soliloquy, Inc., a software company focused on natural language
dialogue. Mr. Altschul received his B.Sc. in Computer Science from Columbia
University.

PATRICK G. ENRIGHT Mr. Enright is a director of the Fund and a managing member
of DAE Advisers. He has over 16 years of experience in the healthcare industry
as an operating executive and as a principal investor. He joined Diaz & Altschul
Group, LLC in February 1998 and is also managing member of Diaz & Altschul
Advisors, LLC, the investment adviser for the Delta Funds. Prior to joining Diaz
& Altschul Group, LLC, he was Chief Financial Officer and Vice President of
Business Development of Valentis, Inc., a NASDAQ-traded healthcare company
focused on the development of novel delivery technologies for biological drugs,
and remains a member of its board of directors. Mr. Enright joined Valentis in
March 1995 and was instrumental in developing and executing the company's
financing and corporate partnering strategies. From September 1993 to June 1994,
Mr. Enright was Senior Vice President of Finance and Business Development at
Boehringer Mannheim Therapeutics ("BMT"), a pharmaceutical company with over $1
billion in annual revenues. BMT was a subsidiary of Corange, Ltd., a
multi-national pharmaceuticals, diagnostics and specialty chemicals company that
was acquired by Hoffmann-La Roche for approximately $10 billion. From September
1989 to September 1993, he was a Vice President at PaineWebber Development
Corporation. From 1984 to 1989, Mr. Enright worked at Sandoz Corporation, a
multi-national life sciences company (renamed Novartis following its merger with
Ciba-Geigy), where he held positions in business development and mergers and
acquisitions, reporting to the Chief Executive Officer. Mr. Enright received his
B.S. in Biological Sciences from Stanford University and his M.B.A. from the
Wharton School of Business at the University of Pennsylvania.

STRATEGIC ADVISORY BOARD

Our Board of Directors has established a Strategic Advisory Board whose members
are, in the judgment of the directors, highly knowledgeable about life sciences
in general with particular experience and expertise in areas consistent with the
investment objective and strategies of the Fund.

29
<PAGE>
Management

The Advisory Board will consult from time to time with our Board of Directors,
meVC Advisers and DAE Advisers, primarily with respect to scientific, technical
and regulatory developments and trends affecting companies in the life sciences
industry. The members of the Advisory Board will assist in identifying target
sectors for investment, but will not review or approve specific investment
decisions. The Advisory Board will have no power to determine that any security
or other investment be purchased or sold by the Fund.

The members of the Advisory Board, and their current or former principal
occupations, are as follows:

RICHARD BARTH Mr. Barth is a member of the Strategic Advisory Board for the
Fund. Mr. Barth served as Chairman of the Board of the Ciba-Geigy Corporation
from 1990 to 1996, and was President and Chief Executive Officer of Ciba-Geigy
from 1986 to 1996. Mr. Barth joined Ciba-Geigy in 1965 and held numerous other
executive positions during his tenure with Ciba-Geigy, including general
counsel, corporate secretary, chief financial officer and senior vice president.
Mr. Barth is a member of the board of directors of numerous organizations,
including Novartis Corporation, The Bank of New York, Bowater, Inc., and New
York Medical College. Mr. Barth is an emeritus member of the President's Council
on Sustainable Development, having been appointed by President Clinton.
Mr. Barth received his B.A. degree from Wesleyan University and his L.L.B. from
Columbia Law School.

GIDEON GOLDSTEIN Dr. Goldstein is a member of the Strategic Advisory Board for
the Fund. Dr. Goldstein is the founder of Thymon, LLC, a privately held
biotechnology company started in 1995. Previously, Dr. Goldstein held various
corporate positions within Johnson & Johnson, serving as Chief Executive Officer
and Executive Vice President of the Immunobiology Research Institute from 1987
to 1994 and holding various other executive positions from 1977 to 1987. From
1967 to 1977, Dr. Goldstein held numerous academic appointments at
Sloan-Kettering, New York University School of Medicine, and the National
Institutes of Health, notably serving as Professor of Biology with the
Sloan-Kettering Division of Cornell Medical School from 1974 to 1977 and as
Member of the Sloan-Kettering Institute. Dr. Goldstein is responsible for
numerous patented inventions that have been developed into marketed medical
products, including the Ortho-mune-TM- diagnostic monoclonal antibodies for
T-cell phenotyping, the Ortho-clone-TM- therapeutic monoclonal antibody for
human transplant rejection treatment, and the Timunox-TM- (thymopentin)
immunomodulatory pentapeptide. Dr. Goldstein's ongoing research and patent
activities cover orally active analogs of thymopentin as well as diagnostic
immunoassays for major depression. Dr. Goldstein's various affiliations include
the American Association for the Advancement of Science, the American
Association of Immunologists, the Society for Neuroscience and The Harvey
Society. Dr. Goldstein received his undergraduate, M.B.B.S., M.D. and Ph.D.
degrees from the University of Melbourne, reading for his Ph.D. under the
supervision of Nobel Laureate Sir Macfarlane Burnet.

ROBERT LANGER Dr. Langer is a member of the Strategic Advisory Board for the
Fund. He is also the Kenneth J. Germeshausen Professor of Chemical and
Biomedical Engineering at the Massachusetts Institute of Technology. Dr. Langer
has received honorary doctorates from the Eidgenossische Technische Hochschule
in Switzerland, the Technion in Israel, and The Catholic University of Louvain
in Belgium. He is Chairman of the Food and Drug Administration's SCIENCE Board,
the FDA's highest advisory board. Dr. Langer has written 620 articles and
400 abstracts. He has also received 370 patents, one of which was cited as the
outstanding patent in Massachusetts in 1988 and one of 20 outstanding patents in
the United States. Dr. Langer's patents have been licensed or sub-licensed to
over 70 pharmaceutical, chemical, biotechnology and medical device companies. He
is the only engineer to receive the Gairdner Foundation International Award; 52
recipients of this award have subsequently received a Nobel Prize, and he
received the Lemelson-MIT prize, the world's largest prize for invention. In
1989, Dr. Langer was elected to the Institute of Medicine of the National
Academy of Sciences, and in 1992 he was elected to both the National Academy of
Engineering and to the

30
<PAGE>
Management

National Academy of Sciences. He is the only active member of all three United
States National Academies. Both Forbes Magazine and BioWorld have named Langer
as one of the top 25 most important individuals in biotechnology. He has served,
at various times, on 8 boards of directors and 20 scientific advisory boards of
such companies as Alkermes, Mitsubishi Pharmaceuticals, Warner-Lambert, and
Guilford Pharmaceuticals. Dr. Langer received his B.S. from Cornell University
and his Sc.D. from the Massachusetts Institute of Technology, both in chemical
engineering.

ARNOLD J. LEVINE Dr. Levine is a member of the Strategic Advisory Board for the
Fund. Dr. Levine, a cancer biologist, serves as President and Chief Executive
Officer of Rockefeller University. Previously, Dr. Levine was the Harry C. Weiss
Professor of Life Sciences at Princeton University, where he founded Princeton's
molecular biology department and guided its growth to two research laboratories
and thirty-five faculty members over his twelve-year tenure. Prior to his work
at Princeton, Dr. Levine was Chairman of the Molecular Biology Department at
SUNY/Stony Brook School of Medicine. Dr. Levine's research accomplishments
include the discovery of the p53 protein molecule that inhibits the development
of cancer tumors. Dr. Levine serves as a director of the Perkin-Elmer
Corporation, Perkin-Elmer's Celera Genomics unit, Baxter International, Inc.,
Genomica Corporation and Advanced Medicine. Dr. Levine received his doctorate
degree in microbiology from the University of Pennsylvania and conducted his
post-doctoral work in virology at the California Institute of Technology.

JOSEPH SCHLESSINGER Dr. Schlessinger is a member of the Strategic Advisory
Board for the Fund. Dr. Schlessinger is the Director of the Skirball Institute
of Biomolecular Medicine and the Helen and Milton A. Kimmelman Professor and
Chairman of Pharmacology at New York University. Previously, he was the Ruth and
Leonard Simon Professor in Cancer Research in the Department of Chemical
Immunology at the Weizmann Institute of Science in Rehevot, Israel.
Additionally, Dr. Schlessinger was a co-founder of SUGEN, Inc., now a division
of Pharmacia, and former Director of Research for Rorer Biotechnology, Inc. He
currently serves on the editorial boards of Cell, EMBO Journal, Molecular Cell,
Protein Engineering, Molecular Cell Biology, Journal of Cell Biology, and Cell
Growth and Differentiation. He has received numerous awards and prizes and he is
also a member of the National Academy of Sciences. Dr. Schlessinger received his
Ph.D. in Chemistry from the Weizmann Institute in Rehovot, Israel and conducted
his post-doctoral work at the School of Applied Engineering Physics and the
Department of Physics at Cornell University.

31
<PAGE>
Management

Valuation of portfolio securities

As a general principle, the current fair value of an investment is the amount
that we might reasonably expect to receive for the asset if it were currently
sold by us. There is a range of values that is reasonable for investments in
private companies at any particular time. Generally, our Board of Directors will
initially set the fair value of each of our investments at cost. Upon the
occurrence of a significant development or other factor affecting a portfolio
company, including results of operations, changes in general market conditions,
subsequent financing or the availability of market quotations, our Board of
Directors will determine whether such events provide a basis for valuing such
investment at a number other than cost.

We anticipate that many of our investments for which a public market does not
exist will be restricted securities under the Securities Act. Whenever possible,
DAE Advisers will negotiate for registration rights for us in connection with
our investments. The value for investments for which no public market exists
cannot be precisely determined. Generally, our Board of Directors will value
such investments on a going concern basis without considering disposition costs.
On a quarterly basis, and at such other times as deemed appropriate under the
circumstances, our Board of Directors will prepare a valuation of our assets. We
will publish our net asset value on a weekly basis.

Our Board of Directors will value our portfolio investments for which market
quotations are readily available and which are freely transferable as follows:
(i) securities traded on a securities exchange or the Nasdaq Market will be
valued at the closing price on the day the securities are being valued and
(ii) securities traded in the over-the-counter market will be valued at the
average of the closing bid and asked prices for the trading day the securities
are being valued. Our Board of Directors will value those portfolio investments
for which market quotations are readily available but are restricted from free
trading in the public securities markets, including stock subject to Rule 144
under the Securities Act, by discounting the closing price or the closing bid
and asked prices for the last trading day prior to the date of valuation to
reflect the illiquidity imposed by the Rule 144 restrictions, but taking into
consideration whether we have any contractual registration rights. For this
purpose, an investment that is exercisable for or convertible into a security
for which market quotations are readily available or otherwise contains the
right to acquire such a security will be deemed to be an investment for which
market quotations are readily available, but the value of the security will be
reduced by any consideration to be paid by us in connection with the exercise or
conversion.

With respect to any debt securities in our portfolio with a maturity date within
60 days of the valuation date, our Board of Directors will value such securities
using the amortized cost method. Securities with a maturity date of more than 60
days after the valuation date for which there is a market and which are freely
transferable will be valued at the most recent bid price or yield equivalent as
obtained from dealers that make markets in such securities. Certificates of
deposit held in our portfolio will generally be valued at their face value, plus
accrued interest.

The fair value of investments for which no market exists and for which our Board
of Directors has determined that the original cost of the investment is no
longer an appropriate valuation will be determined on the basis of procedures
established in good faith by our Board of Directors. Valuations will be based
upon such factors as earnings and net worth, the market price of similar
securities of comparable companies and an assessment of future financial
prospects. In the case of unsuccessful operations, the valuation may be based
upon anticipated liquidation proceeds.

Our Board of Directors may also consider, when available, a follow-on investment
in a portfolio company's securities as the basis of valuation. This method of
valuing a follow-on investment will be used only with respect to completed
transactions. Publicly traded securities with legal, contractual or practical
restrictions on transfer may be valued at a discount from their value determined
by the foregoing methods to reflect these restrictions.

32
<PAGE>
Valuation of portfolio securities

Our Board of Directors will review its valuation policies from time to time and
make any necessary adjustments. Our Board of Directors may also hire independent
consultants to review our valuation procedures or to conduct an independent
valuation.

To determine the net asset value per share of our common stock, the value of our
assets, including our portfolio securities, will be determined by our Board of
Directors, and our liabilities, if any, will be subtracted, and the difference
will be divided by the number of outstanding shares of our common stock on the
date of valuation.

The value of our portfolio securities is inherently subjective. Our net asset
value, as determined by our Board of Directors, may also not fully reflect the
price at which you could sell your shares in the secondary market, if a
secondary market for our shares were to develop.

33
<PAGE>

Investment Company Act regulation

We have elected to be regulated as a business development company under the
Investment Company Act. A business development company is defined as a domestic,
closed-end company that is operated for the purpose of making specific types of
investments and that makes available significant managerial assistance to the
companies in which it invests.

Business development companies are exempt from certain provisions of the
Investment Company Act of 1940 and the Investment Advisers Act of 1940.
Specifically, as a business development company we are regulated only by those
portions of the Investment Company Act pertaining to business development
companies, are not required to register as an investment company and are
otherwise exempt from the majority of the provisions of the Investment Company
Act. The provisions to which we are subject are somewhat less stringent than
those pertaining to registered investment companies. In addition, as a business
development company we are able to base the compensation that we pay to our
investment adviser and investment sub-adviser on our performance, which is
otherwise prohibited by the Investment Advisers Act. We believe that this
compensation structure will assist us in attracting highly qualified investment
advisers and investment sub-advisers.

As a business development company, we are required to:

-- have least 70% of our investments in eligible assets before investing in
non-eligible assets; and

-- provide or make available significant managerial assistance to our portfolio
companies.

ELIGIBLE ASSETS

Eligible assets include:

-- securities of an eligible portfolio company which are purchased from that
company in a private transaction. An eligible portfolio company is a company
that:

- is organized and has its principal place of business in the United States;

- subject to certain narrowly defined exceptions, is not itself a registered
investment company;

- has no class of securities listed on a national securities exchange or on a
dealers' margin list;

- is actively controlled by a business development company, either alone or
acting as part of a controlling group, and an affiliate of the business
development company serves on such company's board of directors; or

- meets certain other criteria as may be established from time to time by the
Securities and Exchange Commission pursuant to its rule-making authority;

-- securities received by the business development company in connection with
its ownership of securities of an eligible portfolio company; or

-- cash, cash items, government securities, or high quality debt securities
maturing in one year or less from the time of investment.

SIGNIFICANT MANAGERIAL ASSISTANCE

Significant managerial assistance includes:

-- any arrangement in which a business development company offers to provide,
and, if accepted, provides, significant guidance and counsel concerning the
management, operations, or business objectives and policies of a portfolio
company; or

34
<PAGE>
Investment Company Act regulation

-- the exercise by a business development company of a controlling influence
over the management or policies of a portfolio company by the business
development company acting individually or as part of a group acting
together which controls the portfolio company.

REGULATORY RESTRICTIONS

The Investment Company Act requires that at least a majority of our board of
directors be composed of individuals who are not "interested persons," as such
term is defined in the Investment Company Act.

The Investment Company Act also places certain restrictions on our ability to
take certain actions. We may not alter or change our investment objectives,
strategies or policies such that we cease to be a business development company,
nor can we voluntarily withdraw our election to be regulated as a business
development company, without the approval of the holders of a majority, as
defined in the Investment Company Act, of our outstanding voting securities.
Such approval is also required before we may change our status as a
non-diversified investment company.

We are also prohibited by the Investment Company Act from knowingly
participating in a joint transaction, including a co-investment in a portfolio
company with an affiliated person, including any of our directors, meVC
Advisers, DAE Advisers or any of their affiliates. We intend to apply to the SEC
for exemptive relief from this provision to allow the Fund to make
co-investments with affiliates of DAE Advisers and follow-on co-investments with
such affiliates in portfolio companies in which the Fund is an existing
investor. Although the SEC has granted similar relief in the past, we cannot be
certain that our application for such relief will be granted.

35
<PAGE>

Description of capital stock

COMMON STOCK

The table below sets forth certain information about our capital stock.

<TABLE>
<CAPTION>
(4)
AMOUNT
(2) (3) OUTSTANDING
(1) AMOUNT AMOUNT HELD BY THE FUND EXCLUSIVE OF AMOUNT
TITLE OF CLASS AUTHORIZED OR FOR ITS ACCOUNT SHOWN UNDER (3)
-------------- ---------- ------------------ ---------------
<S> <C> <C> <C>
Common Stock, $.001 par value......... 1,000,000,000 (0) 100
</TABLE>

Holders of shares of our common stock are entitled to one vote per share on all
matters submitted for action by our stockholders. Our stockholders do not have
cumulative voting rights with respect to the election of directors and, thus,
the holders of a majority of our outstanding shares can, if they choose to do
so, elect all of our directors. The holders of shares of our common stock are
entitled to receive dividends when, as and if declared by our Board of Directors
out of funds legally available for this purpose.

If we are liquidated, dissolved or wound up, holders of our common stock are
entitled to share ratably in all of our remaining assets after payment of any
outstanding liabilities. Holders of shares of our common stock have no
conversion or exchange rights or privileges nor do shares of our common stock
carry redemption rights. All of the outstanding shares of our common stock are,
and the shares offered in this offering, when issued against payment for them,
will be, fully-paid and non-assessable.

CERTAIN ASPECTS OF OUR ARTICLES OF INCORPORATION AND BYLAWS

CLASSIFIED BOARD

Our articles of incorporation provide for a classified Board of Directors
consisting of three classes of directors, each serving staggered three-year
terms. As a result, a portion of our Board of Directors will be elected each
year. Peter S. Freudenthal and have been designated Class I directors
whose terms expire at the [ ] annual meeting of stockholders. has
been designated as a Class II director whose term expires at the [ ] annual
meeting of stockholders. and have been designated as Class
III directors whose terms expire at the [ ] annual meeting of stockholders.
This classification of the Board of Directors may delay or prevent a change in
control of our company or in our management.

EXECUTIVE OFFICERS

Executive officers are appointed by the Board of Directors on an annual basis
and serve until their successors have been duly elected and qualified. There are
no family relationships among any of our directors, officers or key employees.

BOARD COMMITTEES

Our Board of Directors has established an audit committee. The audit committee
currently consists of Messrs. and . The audit committee
reviews our internal accounting procedures and consults with and reviews the
services provided by our independent accountants.

EXECUTIVE COMPENSATION

Since we are newly organized, we have not yet paid compensation to any of our
directors or officers.

36
<PAGE>
Description of capital stock

LIMITATIONS ON DIRECTORS' LIABILITY AND INDEMNIFICATION

Our articles of incorporation limit the liability of directors to the maximum
extent permitted by applicable law, including Maryland law and the Investment
Company Act. In the event of any litigation or other proceeding against a
director, Maryland law permits the Fund to indemnify the director for certain
expenses and to advance money for such expenses unless:

-- it is established that the act or omission of the director was material to
the matter giving rise to the proceeding and the act or omission was
committed in bad faith or was the result of active and deliberate
dishonesty;

-- the director actually received an improper personal benefit in money,
property, or services; or

-- in the case of any criminal proceeding, the director had reasonable cause to
believe the act or omission was unlawful.

This limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. Our articles of incorporation
and bylaws provide that we shall indemnify our directors and executive officers
and may indemnify our other officers and employees and other agents to the
fullest extent permitted by applicable law. Our bylaws also permit us to secure
insurance on behalf of any officer, director, employee or other agent for any
liability arising out of his or her actions in such capacity, regardless of
whether our bylaws would permit indemnification.

We have entered into agreements to indemnify our directors and executive
officers, in addition to indemnification provided for in our bylaws. These
agreements, among other things, provide for indemnification of our directors and
executive officers for expenses, judgments, fines and settlement amounts
incurred by any such person in any action or proceeding arising out of such
person's services as a director or executive officer or at our request. We
believe that these provisions and agreements are necessary to attract and retain
qualified persons as directors and executive officers.

The limited liability and indemnification provisions in our articles of
incorporation and bylaws may discourage stockholders from bringing a lawsuit
against our directors for breach of their fiduciary duty and may reduce the
likelihood of derivative litigation against our directors and officers, even
though a derivative litigation, if successful, might otherwise benefit us and
our stockholders. A stockholder's investment in us may be adversely affected to
the extent we pay the costs of settlement or damage awards against our directors
or officers under these indemnification provisions.

At present, there is no pending litigation or proceeding involving any of our
directors, officers or employees in which indemnification is sought, nor are we
aware of any threatened litigation that may result in claims for
indemnification.

MARYLAND ANTI-TAKEOVER LAW AND ARTICLES AND BYLAW PROVISIONS

Provisions of Maryland law and our articles of incorporation and bylaws could
make the following more difficult:

-- the acquisition of us by means of a tender offer;

-- acquisition of us by means of a proxy contest or otherwise; or

-- the removal of our incumbent officers and directors.

These provisions, summarized below, are expected to discourage coercive takeover
practices and inadequate takeover bids. These provisions are also designed to
encourage persons seeking to acquire control of us to first negotiate with our
board. We believe that the benefits of increased protection of our potential
ability to negotiate with the proponent of an unfriendly or unsolicited proposal
to acquire or restructure us outweigh the disadvantages of discouraging such
proposals because negotiation of such proposals could result in an improvement
of their terms.

37
<PAGE>
Description of capital stock

ELECTION AND REMOVAL OF DIRECTORS. Our Board of Directors is divided into three
classes. The directors in each class will serve for a three-year term, one class
being elected each year by our stockholders. This system of electing and
removing directors may tend to discourage a third party from making a tender
offer or otherwise attempting to obtain control of us because it generally makes
it more difficult for stockholders to replace a majority of the directors.

STOCKHOLDER MEETINGS. Under our articles of incorporation, the Board of
Directors, the Chairman of the Board, Chief Executive Officer or President may
call special meetings of stockholders. A special meeting also may be called at
the written request of holders of shares entitled to vote not less than 75% of
all votes entitled to be cast at such meeting.

ADOPTION, AMENDMENT OR REPEAL OF OUR BYLAWS. Our articles of incorporation
provide that any adoption, amendment or repeal of our Bylaws will require the
approval of:

-- at least 66-2/3% of the total number of our authorized directors,
irrespective of any vacancies that may exist on the board of directors at
the time; or

-- the holders of at least 66-2/3% of the then outstanding shares of our
capital stock entitled to vote on the matter.

REMOVAL OF DIRECTORS. Our articles of incorporation provide that our
stockholders may remove one or more of our directors only for cause and only
with the affirmative approval of the holders of at least 75% of the then
outstanding shares of our capital stock entitled to vote on the matter.

CONVERSION TO OPEN-END INVESTMENT COMPANY. Our articles of incorporation
provide that any proposal to convert us from a closed-end investment company to
an open-end investment company will require the affirmative approval of (i) at
least 75% of our directors and (ii) the holders of at least 75% of the then
outstanding shares of our capital stock entitled to vote on the matter.

REQUIREMENTS FOR ADVANCE NOTIFICATION OF STOCKHOLDER NOMINATIONS AND
PROPOSALS. Our bylaws establish advance notice procedures with respect to
stockholder proposals and the nomination of candidates for election as
directors, other than nominations made by or at the direction of the board of
directors.

AMENDMENT OF CHARTER PROVISIONS. The amendment of any of the above provisions
would require approval by holders of at least 66-2/3% of the then outstanding
shares of our capital stock entitled to vote on the matter.

ANNUAL MEETINGS

We intend to hold annual meetings of our stockholders to elect our directors and
take such other action as may be necessary or appropriate if we are required to
do so under applicable law or rules of exchanges or other applicable regulatory
agencies.

DISTRIBUTIONS

At least one time per year, we will make distributions of cash and securities to
you of at least 90% of the net investment income we receive from interest and
dividends plus net short-term capital gains. We intend to make the first
distribution, which will likely be comprised entirely of investment income from
short-term investments in accordance with our investment objective, by December
31, 2000. If we incur indebtedness, however, the Investment Company Act limits
our ability to make distributions if at any time our "asset coverage ratio" is
below 300%.

We may also distribute from time to time any capital gains, net of realized and
unrealized capital losses and fees and expenses, we realize from our investments
in portfolio companies. In addition, if

38
<PAGE>
Description of capital stock

any of our portfolio companies elects to sell its shares in an initial public
offering, or if we receive publicly traded stock from an acquirer of one of our
portfolio companies, the board of directors may distribute pro rata our shares
or a portion of our shares of that company's capital stock. Any shares we
distribute may be subject to certain transfer restrictions, including a lock-up
period which may prohibit you from selling the distributed shares for up to six
months. The timing of capital gains distributions will vary depending on when we
liquidate our investments in individual portfolio companies. However, in some
cases we may not distribute realized capital gains.

We intend to qualify for the special tax treatment provided under Subchapter M
of the Internal Revenue Code. To qualify for such treatment, we must distribute
to our stockholders for each taxable year at least 90% of our investment company
taxable income (consisting generally of net investment income and net short-term
capital gains). These distributions will be taxable to you as ordinary income or
capital gains. You may be proportionately liable for taxes on income and gains
of the Fund, but, if you are not subject to tax on your income, should not be
required to pay tax on amounts distributed to you. We will inform stockholders
regularly of the amount and nature of our income and gains. A more detailed
discussion of the federal income tax considerations applicable to us and to an
investment in shares of our common stock is included in the SAI under the
heading "Federal Income Tax Matters."

DIVIDEND REINVESTMENT PLAN

All of our stockholders who hold shares of common stock in their own name will
automatically be enrolled in our Dividend Reinvestment Plan, or the Plan. All
such stockholders will have their cash dividends and distributions automatically
reinvested by State Street Bank and Trust Company, or the Plan Agent, in
additional shares of our common stock. Any stockholder may, of course, elect to
receive his or her dividends and distributions in cash. For any of our shares
that are held by banks, brokers or other entities that hold our shares as
nominees for individual stockholders, the Plan Agent will administer the Plan on
the basis of the number of shares certified by any nominee as being registered
for stockholders that have not elected to receive dividends and distributions in
cash. To receive your dividends and distributions in cash, you must notify the
Plan Agent, or your broker or other nominee, as the case may be, in writing.

The Plan Agent serves as agent for the stockholders in administering the Plan.
When we declare a dividend or distribution payable in cash or in additional
shares of our common stock, those stockholders participating in the Plan will
receive their dividend or distribution in additional shares of our common stock.
Such shares will be either newly issued by us or purchased in the open market by
the Plan Administrator. If the market value of a share of our common stock on
the record date for such dividend or distribution equals or exceeds the net
asset value per share on that date, we will issue new shares at the net asset
value. If the net asset value exceeds the market price, the Plan Agent will
purchase in the open market such number of shares as is necessary to complete
the distribution.

The Plan Agent will maintain all stockholder accounts in the Plan and furnish
written confirmation of all transactions. Shares of our common stock in the Plan
will be held in the name of the stockholder and such stockholder will be
considered the beneficial owner of such shares for all purposes.

There is no charge to stockholders for participating in the Plan or for the
reinvestment of dividends and distributions. We will not incur brokerage fees
with respect to newly issued shares issued in connection with the Plan.
Stockholders will, however, be charged a pro rata share of any brokerage fee
charged for open market purchases in connection with the Plan.

We may terminate the Plan at any time. We may also amend the Plan upon providing
written notice to stockholders participating in the Plan at least thirty days
prior to such amendment. You may withdraw from the Plan upon written request to
the Plan Agent. You may obtain additional information about the Plan from the
Plan Agent.

39
<PAGE>

Underwriting

The Fund and the underwriters for the offering named below have entered into an
underwriting agreement concerning the shares being offered. Subject to
conditions, each underwriter has severally agreed to purchase the number of
shares indicated in the following table. UBS Warburg LLC is the representative
of the underwriters.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITER OF SHARES
-----------------------------------------------------------------------
<S> <C>
UBS Warburg LLC.............................................
-------
Total...................................................
=======
</TABLE>

If the underwriters sell more shares than the total number set forth in the
table above, the underwriters have a 30-day option to buy up to an additional
shares from the Fund. If any shares are purchased under this option, the
underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.

The following tables show the per share and total sales load we will pay to the
underwriters. These amounts are shown assuming both no exercise and full
exercise of the underwriters' option to purchase up to an additional
shares.

<TABLE>
<CAPTION>
NO EXERCISE FULL EXERCISE
-----------------------------------------------------------------------------------------
<S> <C> <C>
Per share................................................... $ $
Total................................................... $ $
</TABLE>

Shares sold by the underwriters to the public will initially be offered at the
initial public offering price set forth on the cover of this prospectus. Any
shares sold by the underwriters to securities dealers may be sold at a discount
of up to $ per share from the initial public offering price. Any of these
securities dealers may resell any shares purchased from the underwriters to
other brokers or dealers at a discount of up to $ per share from the initial
offering price. If all the shares are not sold at the initial public offering
price, the representative may change the offering price and the other selling
terms.

[The underwriters have informed us that they do not expect discretionary sales
to exceed % of the shares of common stock to be offered.]

The Fund, meVC Advisers and DAE Advisers have agreed with the underwriters not
to offer, sell, contract to sell, hedge or otherwise dispose of, directly or
indirectly, or file with the SEC a registration statement under the Securities
Act relating to, any of its common stock or securities convertible into or
exchangeable for shares of common stock during the period from the date of this
prospectus continuing through the date 180 days after the date of this
prospectus, without the prior written consent of UBS Warburg LLC.

In order to meet the requirements for listing the Shares on the New York Stock
Exchange the underwriters have undertaken to sell lots of 100 or more shares to
a minimum of 2,000 beneficial holders. The minimum investment requirement is 100
Shares (or $2,000).

In the ordinary course of their businesses, , some of the other
underwriters and their respective affiliates have in the past engaged, and in
the future may engage in investment banking and financial transactions with the
Fund, meVC Advisers, DAE Advisers or their affiliates.

In connection with the offering, the underwriters may purchase and sell shares
of our common stock in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater

40
<PAGE>
Underwriting

number of shares than they are required to purchase in the offering. Stabilizing
transactions consist of bids or purchases made for the purpose of preventing or
retarding a decline in the market price of our common stock while the offering
is in progress.

The underwriters may also impose a penalty bid. This occurs when a particular
underwriter repays to the underwriters a portion of the underwriting discount
received by it because the representative has repurchased shares sold by or for
the account of that underwriter in stabilizing or short covering transactions.

These activities by the underwriters may stabilize, maintain or affect the
market price of our common stock. As a result, the price of our common stock may
be higher than the price that otherwise might exist in the open market. If these
activities are commenced, they may be discontinued by the underwriters at any
time.

We have agreed to indemnify the several underwriters against liabilities,
including liabilities under the Securities Act of 1933, and to contribute to
payments that the underwriters may be required to make in respect thereof.

41
<PAGE>

Legal matters

Certain legal matters with respect to the offering will be passed upon for the
Fund by Kirkpatrick & Lockhart LLP, Washington, D.C. and for the underwriters by
Dewey Ballantine LLP, Los Angeles, California.

Experts

Our Statement of Assets and Liabilities as of May 26, 2000, has been included
herein in reliance upon the report of PricewaterhouseCoopers LLP, Boston,
Massachusetts, independent auditors to the Fund, appearing elsewhere herein,
given on the authority of the same firm as experts in auditing and accounting.

42
<PAGE>
Table of Contents of the
Statement of Additional Information

<TABLE>
<S> <C>
Investment Policies.........................................

Management..................................................

Investment Company Act Regulation...........................

Potential Conflicts of Interest.............................

Federal Income Tax Matters..................................

ERISA Matters...............................................

Transfer Agent and Registrar................................

Dividend Disbursing Agent...................................

Custodian...................................................

Sub-Administrator...........................................
</TABLE>

43
<PAGE>
Additional information

We have filed with the Securities and Exchange Commission a registration
statement on Form N-2 with respect to the shares of our Common Stock offered by
this prospectus. This prospectus, which is a part of the registration statement,
does not contain all of the information set forth in the Registration Statement
or the exhibits and schedules which are a part of the registration statement.
Additional information concerning us and our common stock is included in the
Registration Statement and its exhibits and schedules. You may read and copy any
document we file at the SEC's public reference room in Washington, DC. Please
call the SEC at 1-800-942-8090 for further information on the public reference
room. Our SEC filings are also available to the public from the SEC's website at
http://www.sec.gov.

Upon completion of this offering, we will be subject to the information and
periodic reporting requirements of the Securities Exchange Act and will file
periodic reports, proxy statements and other information with the SEC. Such
periodic reports, proxy statements and other information will be available for
inspection and copying at the SEC's public reference room, from the SEC's
website at http://www.sec.gov and from our website at [ ].

44
<PAGE>
Report of independent accountants

To the Shareholder and Directors of
meVC Delta Life Sciences Fund I, Inc.:

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of meVC Delta Life
Sciences Fund I, Inc. (the Fund), at May 26, 2000, in conformity with generally
accepted accounting principles. This financial statement is the responsibility
of the Fund's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes,
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for the opinion expressed above.

PricewaterhouseCoopers LLP
Boston, Massachusetts
July 21, 2000

45
<PAGE>
meVC DELTA LIFE SCIENCES FUND I, INC.

STATEMENT OF ASSETS AND LIABILITIES

MAY 26, 2000

<TABLE>
<S> <C>
ASSETS
Cash........................................................ $ 2,000
Deferred offering costs..................................... 900,000
--------
Total Assets............................................ 902,000
--------
LIABILITIES
Liabilities and accrued expenses............................ 900,000
--------
Total Liabilities....................................... 900,000
--------
NET ASSETS.................................................. $ 2,000
========
NET ASSETS CONSIST OF:
Shares of common stock, $.001 par value;
1,000,000,000 shares authorized, 100 shares of which are
issued and outstanding...................................... $ 1
Paid in capital in excess of par............................ 1,999
--------
NET ASSETS.................................................. $ 2,000
========
Net Asset Value Per Share................................... $ 20
</TABLE>

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

Based on net assets of $2,000 and 100 shares issued and outstanding.

The accompanying notes are an integral part of this financial statement.

46
<PAGE>
meVC DELTA LIFE SCIENCES FUND I, INC.

NOTES TO FINANCIAL STATEMENTS

MAY 26, 2000

1. ORGANIZATION:

meVC Delta Life Sciences Fund I, Inc. (the Fund) was organized as a Maryland
corporation on May 19, 2000, and has elected to be regulated as a Business
Development Company under the Investment Company Act of 1940. To date, the Fund
has not had any transactions other than those related to organizational matters
and the sale of 100 shares of beneficial interest to meVC.com, Inc., the parent
company of meVC Advisers, Inc.

2. SIGNIFICANT ACCOUNTING POLICIES:

a. Deferred Offering Costs:

The Fund has deferred certain initial public offering costs. These costs
will be charged to paid-in capital upon sale of the shares.

b. Organization Costs:

Costs relating to the organization of the Fund will be borne by meVC
Advisers, Inc.

c. Accounting Estimates

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statement. Actual results could differ from those
estimates.

3. INVESTMENT ADVISORY AND OTHER AGREEMENTS:

a. The Fund has substantially agreed to the terms of an investment advisory
agreement with meVC Advisers, Inc. (the Adviser). Pursuant to the investment
advisory agreement, the Adviser is responsible for oversight of asset
management and administration of the fund. The Fund pays the Adviser a
monthly fee at the annual rate of 2.5% of the Fund's average weekly net
assets, a portion of which is used to pay the Fund's Sub-Adviser. The Fund
shall also pay an annual incentive fee to the Adviser in an amount equal to
20% of the Fund's annual realized capital gains on its investments, net of
realized losses and unrealized capital depreciation.

b. The Adviser has substantially agreed to the terms of a sub-advisory
agreement with Diaz, Altschul & Enright Advisers, LLC (the Sub-Adviser). The
Sub-Adviser provides all investment opportunities for approval by the Fund's
board. For the Sub-Adviser's services, the Adviser pays the Sub-Adviser an
annual investment sub-advisory fee equal to 1% of the Fund's average net
assets. Adviser shall also pay the Sub-Adviser an amount equal to 85% of the
annual incentive fee paid by the Fund to the Adviser. The sub-advisory fees
are not an additional expense of the Fund.

47
<PAGE>
meVC DELTA LIFE SCIENCES FUND I, INC.

DIVIDEND REINVESTMENT PLAN

meVC Delta Life Sciences Fund I, Inc. (the "Fund") has adopted a Dividend
Reinvestment Plan. Please be aware that all dividends and distributions will be
automatically reinvested in shares of the Fund's common stock, $.001 par value
("Common Stock"), at no cost to the stockholder.

Acquisitions of shares of Common Stock for reinvestment may be made by the Fund
through the issuance of new shares of Common Stock by the Fund at the then
current net asset value ("NAV") and/or by acquisition by the Fund of its shares
of Common Stock that are selling at a discount to NAV. Reinvested dividends and
distributions will be used by the Fund for general investment and operating
purposes, including additional investments in portfolio companies.

Shares of Common Stock acquired by the Fund in accordance with the Plan will be
held in the name of the Fund in unissued form by the Fund's Registrar and
Transfer Agent. Each stockholder will receive a quarterly statement from the
Fund setting forth the number of shares of Common Stock such stockholder owns in
the Plan. These shares can be issued to the individual stockholder, or can be
liquidated upon delivery of written instructions to State Street Bank and Trust
Company (the "Agent").

If you wish to not participate in the Plan and to have dividends and
distributions sent to you instead of held for reinvestment, please complete and
execute the following section.

IF YOUR SHARES ARE HELD IN THE NAME OF A BROKERAGE FIRM, BANK, OR OTHER NOMINEE,
YOU SHOULD CONTACT YOUR NOMINEE TO SEE IF IT WILL DISCONTINUE YOUR PARTICIPATION
IN THE PLAN.

IF YOU WISH TO DISCONTINUE YOUR PARTICIPATION IN THE PLAN, BUT YOUR BROKERAGE
FIRM, BANK, OR OTHER NOMINEE IS UNABLE TO HONOR YOUR REQUEST, YOU SHOULD REQUEST
IT TO RE-REGISTER YOUR SHARES IN YOUR OWN NAME WHICH WILL ENABLE YOU TO
DISCONTINUE PARTICIPATION IN THE PLAN.

ELECTION TO RECEIVE DIVIDENDS AND NOT PARTICIPATE IN THE PLAN

The undersigned elects not to participate in all the Dividend Reinvestment Plan
of meVC Delta Life Sciences Fund I, Inc. and requests that all dividends and
distributions be deposited to the following account or forwarded to the
following address:

Name of Stockholder: ___________________________________________________________

Account Number for Deposit: ____________________________________________________

Bank or Custodial Name: ________________________________________________________

Address for Dividend Mailing: __________________________________________________

________________________________________________________________________________

<TABLE>
<S> <C>
Telephone: _________________ Fax: ______________________

Date:_________________ _________________

Signature of Registered Holder

Return this election to: State Street Bank and Trust Company
c/o Equiserve
PO Box 8200
Boston, MA 02266-8200
800-426-5523
</TABLE>
<PAGE>

APPENDIX

"MEET THE MANAGEMENT" PRESENTATION FOR MEVC DELTA LIFE SCIENCES FUND I, INC.

Prospective investors will be able to logon to a website maintained by [ ] at
[ ], where a prospectus is available for review. Within designated sections of
the prospectus, including the table of contents, an embedded hyperlink {click
here for "Meet the Management" Presentation} will provide exclusive access to
the "Meet the Management" Presentation. This presentation is a part of the
prospectus and highlights selected information contained elsewhere in the
prospectus. This presentation does not contain all of the information that you
should consider before investing in our common stock. You should read the entire
prospectus carefully, including the "Risk Factors," before making an investment
decision.

VISUAL 1: DISCLAIMER

Imagery: Fund logo with a faded double helix image background. Below the logo,
there is a green band with the text "A venture capital and private equity fund."
Below the green band is the disclaimer language that reads: "The "Meet the
Management" Presentation is part of our prospectus. This presentation highlights
selected information contained elsewhere in this prospectus. This presentation
does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
including the "Risk Factors," before making an investment decision."

Script: (Peter Freudenthal) The "Meet the Management" presentation is part of
our prospectus. This presentation highlights selected information contained
elsewhere in this prospectus. This presentation does not contain all of the
information that you should consider before investing in our common stock. You
should read the entire prospectus carefully, including the "Risk Factors,"
before making an investment decision.

Welcome to the "Meet the Management" Presentation for the meVC Delta Life
Sciences Fund I. I'm Peter Freudenthal, Chairman and CEO of the Fund. I would
also like to introduce to speak on behalf of Diaz, Altschul & Enright
Advisers, the Fund's investment sub-adviser. In this presentation, we plan to
talk to you about the main investment strategy and the structure of the Fund.

VISUAL 2: OVERVIEW

Imagery: Border and Fund logo.

Visual Text: Title: "Overview." Bullets: (1) "Long-term capital appreciation;"
(2) "Venture capital, private equity and structured investments;" (3) "Life
sciences focus;" (4) "Historically, limited access -- meVC addresses market
need."

Script: (Peter Freudenthal) (see "The Offering") Venture capital investing has
long been available primarily to institutions and high-net worth individuals.
However, it is my pleasure to be offering meVC's newest venture capital fund to
individual investors with a minimum investment of 100 shares priced at $20 a
share. meVC Delta Life Sciences Fund I's investment objective is long-term
capital appreciation primarily from venture capital, private equity and
structured investments in life sciences companies. We will invest in life
sciences companies primarily through: venture capital investments in private
companies in various stages of development through seed, expansion and mezzanine
financing;

49
<PAGE>
APPENDIX

private equity investments in later stage private companies and companies whose
shares are publicly traded; and structured investments in private and publicly
traded companies through financial instruments that offer greater protection of
principal, such as convertible preferred stock and collateralized debt
securities.

VISUAL 3: OFFERING HIGHLIGHTS

Imagery: Border and Fund logo.

Visual Text: Title: "Offering Highlights." Bullets: (1) "IPO Price: $20/share;"
(2) "Minimum Investment: 100 shares;" (3) "Date of Offering: XXXXXXX;"
(4) "Expected Symbol: HVC;" (5) "Expected Trading: Not later than 90 days from
the offering date."

Script: (Peter Freudenthal) (see "The Offering") Now, I will review the offering
summary for this Fund. The Fund is currently in its initial public offering
period and the price per share is $20 with a minimum investment of 100 shares.
This offering is expected to price on . We expect to list
the fund on the New York Stock Exchange under the symbol HVC; however, trading
will begin not later than 90 days from the offering date.

VISUAL 4: VENTURE CAPITAL AND PRIVATE EQUITY INVESTING

Imagery: Border and Fund logo.

Visual Text: Title: "Venture Capital & Private Equity." Body Text: "Venture
Capital: -- seed, -- expansion, -- mezzanine; Private Equity: -- leveraged
buy-outs, -- roll-ups, -- privatizations; Structured Investment: -- convertible
and preferred debt, -- revenue-linked securities, -- off-balance sheet
securities."

Script: (Peter Freudenthal) (see "Investment Objective and Principal
Strategies -- Principal Investment Strategies -- Utilize a Flexible Venture
Capital and Private Equity Investment Model") Before turning the mic over to
who will discuss our life sciences investment focus, I will explain
the various kinds of investments we intend to make and some of the
characteristics of these different investments.

First, traditional venture capital financing typically occurs in three stages:
seed stage, expansion round and mezzanine round. A seed round is the first round
of professional venture capital financing received by a newly formed company. We
may invest a portion of our capital in start-up companies at the seed stage,
which we believe present the potential for larger gains, but with increased risk
and a longer horizon for the potential realization of gains than expansion and
mezzanine rounds of investment. An expansion round is typically the second or
third round of professional venture capital financing. When seeking and
evaluating expansion round investment opportunities, we intend to pursue
companies with proven technologies, products or service offerings that require
additional capital to achieve sustained growth. A mezzanine round is typically
the last round of venture capital financing prior to an anticipated merger or
IPO. When searching for and evaluating mezzanine investment opportunities, we
will seek companies that we believe will produce long-term capital appreciation
and that possess a strong management team, have a strong board of directors and
investor support, occupy a leadership position in their target markets and
expect to effect an exit event within an appropriate time frame.

50
<PAGE>
APPENDIX

example, leveraged buy-outs, roll-ups and going private transactions. The
managing members of DAE Advisers have extensive experience structuring and
investing in these types of transactions as well as structured investments
including: convertible and preferred debt, off-balance sheet securities, other
equity and revenue-linked securities, warrants, options and common stock.

We intend to pursue private equity and structured investments in later stage
companies that meet our investment criteria and that offer the opportunity for
rapid growth. These investments may involve larger commitments of capital by us
than would be typical for traditional venture capital investments and,
accordingly, we expect a more attractive risk-reward profile for such
investments.

Now I will hand the mic to .

Thanks, Peter.

VISUAL 5: LIFE SCIENCES INVESTMENTS

Imagery: Border and Fund logo.

Visual Text: Title: "Life Sciences Investments." Bullets: (1) "Marketplace
Demands;" (2) "Technological Developments;" (3) "Economic Environment."

Script: ( ) (see "Investment Objective and Principal Strategies --
Principal Investment Strategies -- Emphasize Life Sciences Investments.") Life
sciences is a dynamic and innovative industry which spans many sectors and
utilizes numerous areas of science and technology. Several of these sectors have
significant impact on the U.S. economy. For example, the healthcare sector
represents about 14% of the U.S. Gross Domestic Product, with approximately $1.3
trillion in annual outlays.

We believe that the current industry dynamics present attractive investment
opportunities. These dynamics include three main areas: marketplace demands,
technological developments and economic environment.

With respect to market demands, there is a need for new therapies because
existing ones do not adequately treat many serious diseases such as cancer,
cardiovascular diseases, metabolic diseases, neurodegenerative diseases,
infectious diseases and genetic diseases. In addition, the existing demand for
innovative therapeutics will potentially increase because of the large and
growing elderly population in the U.S. and other major countries; and finally,
there remains a need for improved quality and reduced total cost of care. These
marketplace demands have created investment opportunities in the life sciences
industry.

There have also been recent technological developments that have created
attractive investment opportunities in life sciences companies. For example, the
advanced state of genetic research, antibody therapy, gene therapy, drug
delivery, robotics and miniaturization has created investment opportunities with
more attractive risk-reward profiles than in recent years when these
technologies were relatively new and unproven, second the nascent state of
Internet-related applications for the life sciences industry presents an
attractive new field for potential investments; and third, the recent
technological advances in genomics, information technology and semiconductor
technology have created new tools to treat and diagnose serious medical
conditions.

The general economic environment with regards to the life sciences industry
provides attractive investment opportunities as well. These general economic
characteristics include: high barriers to entry, including significant
intellectual property protection, and substantial capital requirements for
research and development projects; business models that are based on innovative
and highly differentiated

51
<PAGE>
APPENDIX

products and services; a large market for life sciences products and services
with established channels of distribution; and lastly the demand for life
sciences products and services that historically has been less affected by
changes in general economic conditions.

VISUAL 6: LIFE SCIENCES INVESTMENTS

Imagery: Border and Fund logo.

Visual Text: Title: "Life Sciences Investments." Body: The Fund name is in the
center of the slide. There are nine squares in a ring around the Fund name, each
with an arrow pointing in towards the Fund name. The first square on the upper
right side of the slide is titled: "Biotechnology" (test tube image). Moving
clockwise around the Fund name, the squares are: "Genomics" (double helix
image), "Proteomics" (molecule image), "Pharmaceuticals" (pill image), "Medical
devices" (medical image), "Drug delivery" (syringe image), "Diagnostics" (chart
image), "Predictive medicine" (stethoscope image), and "Healthcare information
technology" (cross and 001 110 image).

Script: ( ) (see "Investment Objective and Principal Strategies --
Principal Investment Strategies -- Emphasize Life Sciences Investments.") We
intend to invest the Fund primarily in companies operating in the life sciences
industry, including the biotechnology, genomics, proteomics, pharmaceuticals,
medical devices, drug delivery, diagnostics, predictive medicine and healthcare
information technology sectors. We believe that the life sciences industry has
strong growth potential driven by the need for new medical treatments, improved
diagnostic tools and more efficient information processing systems.
Additionally, we believe the current landscape of rapid technological and
commercial expansion in the life sciences industry has created an attractive
environment for venture capital, private equity and structured investments. In
our opinion, the life sciences sector remains relatively underserved by venture
capital and private equity investors. For example, in the third quarter of 1999,
over $5.0 billion was invested in high technology related ventures, while only
approximately $800 million was invested in healthcare related enterprises. In
addition to representing high growth areas for investment, these areas are
consistent with the investment and operating experience of the managing members
of DAE Advisers.

VISUAL 7: FUND STRUCTURE

Imagery: Border and Fund logo. Flow chart: (beginning at the bottom) Two boxes
labeled "Deal Flow" on the left and right of a box labeled "DAE Advisers
Investment Sub-Adviser" Arrows starting at each "Deal Flow" box pointing in
toward the "DAE Advisers" box. Arrow pointing up from the "DAE Advisers" to a
box labeled "meVC Advisers Investment Adviser" and an arrow pointing up from the
"meVC Advisers" box to a box labeled "meVC Delta Life Science Fund I."

Visual Text: Title: "Fund Structure."

Script: ( ) (see "Prospectus Summary -- The Fund," "The Offering,"
"Business," "Management -- Investment Adviser and Investment Sub-Adviser") Now
that we have explained how we plan to invest the Fund's assets, it is important
to describe how the Fund is structured. The Fund's investment adviser, meVC
Advisers, will set the strategic and operational direction and will oversee the
management of the Fund through the activities of the Fund's investment
sub-adviser, DAE Advisers. meVC Advisers will also manage the Fund's day-to-day
operations, including accounting, finance, marketing, record-keeping and
regulatory compliance efforts.

52
<PAGE>
APPENDIX

The Fund's investment sub-adviser, Diaz, Altschul & Enright Advisers, will
identify, structure and negotiate investments for the Fund, as well as monitor
and assist our portfolio companies in the accomplishment of their operating
objectives. Potential deals will be shown to the Fund through DAE Advisers. On
behalf of meVC Advisers and the Fund, DAE Advisers will undertake a rigorous
review process to select for investment the companies that we believe have the
highest growth and return potential.

VISUAL 8: INDUSTRY LEADING EXPERTISE

Imagery: Border and Fund logo.

Visual Text: Title: "Industry Leading Expertise." Sub-title: "Diaz, Altschul &
Enright Advisers." Bullets: (1) "40+ years of investment experience in life
sciences -- investing in venture stage companies, -entrepreneurial and
managerial experience;" (2) "Experienced in investing in both venture stage and
public companies;" (3) "Investment advisors to the Delta Fund (founded 1996) --
$100 million invested, -- focuses on life sciences."

Script: ( ) (see "Prospectus Summary -- The Fund," "Business,"
"Management -- Investment Sub-Adviser") The managing members of DAE Advisers,
Reinaldo Diaz, Arthur Altschul, Jr., and Patrick Enright have over 40 years of
combined investment experience, including experience investing in venture stage
companies, as well as entrepreneurial and managerial experience in the life
sciences industry. We have served on numerous boards of directors and have
gained experience building venture and development stage companies into
successful enterprises. Through our experience as fund managers, principal
investors and operating executives, we have developed an extensive network of
contacts throughout the industry from which we expect to generate numerous
investment opportunities. We also have extensive understanding of the capital
markets for life sciences companies, as well as direct experience investing in
common stock, structured equity and debt of venture companies and development
stage publicly traded companies. Additionally, we are also the investment
advisors to the Delta Funds, a group of private investment funds with
approximately $100 million in assets. The Delta Funds focus on making
investments in healthcare and life sciences companies. Since 1996, we have
structured over $250 million in investments.

VISUAL 9: INDUSTRY LEADING EXPERTISE

Imagery: Border and Fund logo.

Visual Text: Title: "Industry Leading Expertise." Sub-title: "Strategic Advisory
Board." Bullets: (1) "Richard Barth," (2) "Gideon Goldstein, M.D. Ph.D.,"
(3) "Robert Langer, Sc.D.," (4) "Arnold Levine, Ph.D.," (5) "Joseph
Schlessinger, Ph.D."

Script: (see "Management -- Strategic Advisory Board") The Fund has also
established a Strategic Advisory Board of individuals who are highly
knowledgeable about and recognized in the life sciences industry. The Advisory
Board will consult from time to time with the Board of Directors, meVC Advisers
and DAE Advisers, primarily with respect to scientific, technical and regulatory
developments and trends affecting companies in the life sciences industry. The
members are: Richard Barth, Gideon Goldstein, Robert Langer, Arnold Levine, and
Joseph Schlessinger.

53
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APPENDIX

Richard Barth most recently served as Chairman of the Board of the Ciba-Geigy
Corporation and currently sits on the boards of Novartis Corporation, The Bank
of New York, Bowater, Inc., and New York Medical College. He is also an emeritus
member of the President's Council on Sustainable Development, having been
appointed by President Clinton.

Dr. Gideon Goldstein is the founder of Thymon, LLC, a privately held
biotechnology company. Previously, he was Chief Executive Officer and Executive
Vice President of Johnson & Johnson's Immunobiology Research Institute.
Dr. Goldstein is responsible for numerous patented inventions that have been
developed into marketed medical products, including the Ortho-mune-TM-
diagnostic monoclonal antibodies for T-cell phenotyping and the Ortho-clone-TM-
therapeutic monoclonal antibody for human transplant rejection treatment. He has
also held numerous academic appointments at Sloan-Kettering, New York University
School of Medicine, and the National Institutes of Health.

Dr. Robert Langer is a Chemical and Biomedical Engineering Professor at the
Massachusetts Institute of Technology. He is also the Chairman of the Food and
Drug Administration's SCIENCE Board, the FDA's highest advisory board. He is the
only engineer to receive the Gairdner Foundation International Award; 52
recipients of this award have subsequently received a Nobel Prize, and he
received the Lemelson-MIT prize, the world's largest prize for invention. He is
also a member of the Institute of Medicine of the National Academy of Sciences,
the National Academy of Engineering and the National Academy of Sciences. He is
the only active member of all three United States National Academies.
Additionally, both Forbes Magazine and BioWorld have named Langer as one of the
top 25 most important individuals in biotechnology.

Dr. Arnold Levine, a cancer biologist, serves as President and Chief Executive
Officer of Rockefeller University. Previously, he was a professor of Life
Sciences at Princeton University, where he founded Princeton's molecular biology
department. Dr. Levine's research accomplishments include the discovery of the
p53 protein molecule that inhibits the development of cancer tumors. He also
serves as a director of the Perkin-Elmer Corporation, Perkin-Elmer's Celera
Genomics unit, Baxter International, Inc., Genomica Corporation and Advanced
Medicine.

Dr. Joseph Schlessinger is the Director of the Skirball Institute of
Biomolecular Medicine and a Professor and Chairman of Pharmacology at New York
University. Previously, Dr. Schlessinger was a co-founder of SUGEN, Inc., now a
division of Pharmacia. Dr. Schlessinger serves on the editorial boards of Cell,
EMBO Journal, Molecular Cell, Protein Engineering, Molecular Cell Biology,
Journal of Cell Biology, and Cell Growth and Differentiation. He is also a
member of the National Academy of Sciences.

The members of the Advisory Board will assist in identifying target sectors for
investment, but will not review or approve specific investment decisions. The
Advisory Board will have no power to determine that any security or other
investment be purchased or sold by the Fund.

Now I will hand the mic back to Peter who will describe further the operation of
the Fund.

VISUAL 10: OPERATION OF THE FUND

Imagery: Border and Fund logo. Four pie charts represent the Fund's investment
pace. On the left side of the slide pie chart one shows 10%-20% invested at
approximately 6 months with an arrow pointing toward pie chart two. Pie chart
two shows 25%-50% invested at approximately one year with an arrow pointing
toward pie chart three. Pie chart three shows 75% invested at approximately two
years with an arrow pointing at pie chart four. Pie chart four shows 100% at
approximately three years.

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APPENDIX

Visual Text: Title: "Operation of the Fund." Sub-title: "Investment Pace." Pie
chart labels: Pie chart one: "10%-20% IN 6 MOS." Pie chart two: "25%-50% IN 1
YR." Pie chart three: "75% IN 2 YRS." Pie chart four: "100% IN 3 YRS." Footnote:
"*These figures are net of the 20% of the offering proceeds reserved for
follow-on investments and future management fees. Additionally, these time
periods are measured from the date of the offering."

Script: (Peter Freudenthal) (see "The Offering -- Use of Proceeds" and "Use of
Proceeds") Thanks, ( ). Since we have not yet identified any of our
investments, it may be important for you to understand the proposed investment
timeline for the proceeds of this offering. Our intention is to reserve
approximately 20% of the net offering proceeds for follow-on investments and
future management fees. We expect to invest the net proceeds after reserves in
accordance with our investment objective at the following rate: approximately
10% to 20% at or about six months from the offering date, approximately 25% to
50% at or about one year from the offering date, approximately 75% at or about
two years from the offering date, and full investment at or about three years
from the offering date. This period is due to the rigorous review process that
DAE Advisers will undertake in an effort to select for investment portfolio
companies that meet our investment objective. The investment review process will
typically include identifying attractive sectors within the life sciences
industry; market analysis; company and technology assessments; competitive
analysis; evaluation of management; reference checks; risk analysis; and
transaction size, pricing and structure analysis.

VISUAL 11: OPERATION OF THE FUND

Imagery: Border and Fund logo.

Visual Text: Title: "Operation of the Fund." Sub-title: "Diversification."
Bullets: (1) "Invest in at least 20 different companies;" (2) "Anticipate no
more than 15% of assets per investment."

Script: (Peter Freudenthal) (see "Use of Proceeds") With regards to
diversification, we believe that risk management is essential to achieving our
investment objective, and we will manage our risk through extensive portfolio
diversification within the life sciences industry. We intend to invest in at
least 20 different companies, although the actual number of companies in which
we invest will be a function of total funds available and the allocation of
funds to venture capital, private equity, and structured investments. To ensure
that the Fund has the freedom to select investments in companies that meet our
investment objective, we do not anticipate imposing formal limits on the amount
of our capital that may be invested in individual portfolio companies. However,
we anticipate that no more than [15%] of our assets, based on the cost of our
investments, will be committed at any one time to any one company. We may also
invest up to 25% of its assets in high growth companies outside the life
sciences industry.

VISUAL 12: OPERATION OF THE FUND

Imagery: Border and Fund logo.

Visual Text: Title: "Operation of the Fund." Sub-title: "Distributions."
Bullets: (1) "Annually -- 90% of net dividends & interest income;"
(2) "Periodically -- net capital gains when portfolio companies either sold or
IPO."

Script: (Peter Freudenthal) (see "The Offering -- Distributions" and
"Distributions") A minimum of one time per year, we will distribute at least 90%
of the net dividend and interest income we receive from short-term investments.
During the period in which we are evaluating and selecting portfolio

55
<PAGE>
APPENDIX

companies in which to invest, we will invest our capital primarily in short-term
investment grade securities. These investments will generate interest income for
distribution. However, as we invest the proceeds of this offering in portfolio
companies, we will have less interest income available for distribution.
Generally, we intend to distribute realized capital gains, net of realized and
unrealized capital losses and fees and expenses, that we generate. In addition,
if a portfolio company is sold, merged or goes public, we may distribute cash or
stock in either the portfolio company or the acquiring company. The timing of
capital gains distributions will vary depending on when we liquidate our
investments in individual portfolio companies.

VISUAL 13: OPERATION OF THE FUND

Imagery: Border and Fund logo.

Visual Text: Title: "Operation of the Fund." Sub-title: "Net Asset Value."
Bullets: (1) "Generally, value portfolio company securities at cost;"
(2) "Significant developments in a portfolio company may result in
revaluation -- Board of Directors determines value."

Script: (Peter Freudenthal) (see "Valuation of Portfolio Securities") As a
general principle, the current fair value of an investment is the amount that we
might reasonably expect to receive for the asset if it were currently sold by
us. There is a range of values that is reasonable for investments in private
companies at any particular time. Generally, our Board of Directors will
initially set the fair value of each of our investments at cost. Upon the
occurrence of a significant development or other factor affecting a portfolio
company, including results of operations, changes in general market conditions,
subsequent financing or the availability of market quotations, our Board of
Directors will determine whether such events provide a basis for valuing such
investment at a number other than cost.

VISUAL 14: OPERATION OF THE FUND

Imagery: Border and Fund logo. Two boxes on the left side of the slide, one on
top of the other. First box labeled: "Management Fee" Second box labeled:
"Incentive Compensation."

Visual Text: Title: "Operation of the Fund." Sub-title: "Fees & Expenses."
Bullets: (1) "2.5% of average weekly net assets; other annual expenses paid by
meVC;" (2) "20% of annual realized capital gains net of realized and unrealized
losses; typical of VC industry."

Script: (Peter Freudenthal) (see "Prospectus Summary -- Compensation of
Investment Adviser and Investment Sub-Adviser" and "Fee Table and Synopsis") As
compensation for its investment advisory, management and administrative
services, the Fund has agreed to pay meVC Advisers an annual management fee
equal to 2.5% of the Fund's average weekly net assets, payable in monthly
installments. The Fund has also agreed to pay meVC Advisers annual incentive
compensation equal to 20% of our annual realized capital gains net of realized
and unrealized capital losses. Payment of this type of incentive compensation,
referred to as a "carried interest," is typical in the venture capital and
private equity industries. Carried interest payments provide an economic
incentive for venture capital and private equity fund managers to select
investments with the potential to achieve the greatest appreciation over time.
We believe that payment of a carried interest is an important component of our
ability to attract and retain high quality fund managers. As payment for its
services as our investment sub-adviser, meVC Advisers has agreed to pay DAE
Advisers 40% of the management fee, or an annual fee equal to 1.0% of our
average weekly net assets, payable in monthly installments. meVC

56
<PAGE>
APPENDIX

Advisers has also agreed to pay DAE Advisers additional compensation equal to
85% of any carried interest payment, or a carried interest equal to 17% of our
annual realized capital gains net of realized and unrealized capital losses.

VISUAL 15: INVESTOR SUITABILITY

Imagery: Border and Fund logo.

Visual Text: Title: "Investor Suitability." Bullets: (1) "Significant Risk --
investors may lose some or all of their original investment;" (2) "Investment
Objectives & Personal Situation;" (3) "Personal Net Worth, Income, Age, Risk
Tolerance & Liquidity Needs"

Script: (Peter Freudenthal) (see "The Offering -- Suitability Requirements") An
investment in the Fund's shares involves a considerable amount of risk because
it is possible that you may lose some or all of your investment. You should not
invest in the Fund's shares unless you can afford a total loss of your
investment. Prior to making your investment decision, you should carefully
review the Risk Factors described in our prospectus and consider the suitability
of this investment with respect to your investment objectives and personal
situation. And you should also consider factors such as your personal net worth,
income, age, risk tolerance and liquidity needs.

VISUAL 16: SUMMARY

Imagery: Fund Logo with a faded double helix image background. Below the logo,
there is a green band with the text "A venture capital and private equity fund."

Script: (Peter Freudenthal) To recap, the meVC Delta Life Sciences Fund I's
investment objective is long-term capital appreciation primarily from venture
capital, private equity and structured investments in life sciences companies.
The minimum investment during this initial public offering period is 100 shares
priced at $20 a share.

That concludes our "Meet the Management" presentation. Thank you for your time
and interest.

57
<PAGE>
--------------------------------------------------------------------------------

Until 2000 all dealers effecting transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the obligation of the dealers to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

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

Additional information about the Fund has been included in a statement of
additional information, or SAI, that has been filed with the Securities and
Exchange Commission. A copy of the SAI may be obtained free of charge by
writing to the Secretary of the Fund at 991 Folsom Street, San Francisco,
California 94107, or by calling (877) 474-6382. This address and telephone
number may also be used to obtain additional information about the Fund and to
make stockholder inquiries. This prospectus and the SAI, as well as certain
other information, will also be available on the Fund's website at
[ ]. Such information may also be reviewed and copied at the SEC's
Public Reference Room, Washington, D.C. 20549. Information about the Public
Reference Room may be obtained by calling (202) 942-8090. Reports and other
information about the Fund are available on the EDGAR database on the SEC's
website at http://www.sec.gov, and copies of such information may be obtained
upon payment of a duplicating fee by electronic request to [email protected]
or by written request to the SEC's Public Reference Section, Washington, D.C.
20549-0102.

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

MEVC DELTA LIFE SCIENCES FUND I, INC.
A VENTURE CAPITAL AND PRIVATE EQUITY FUND
UBS WARBURG LLC

--------------------------------------------------------------------------------
<PAGE>

WRAPPER RIDER:

WRAPPER COVER

[MEVC DELTA LIFE SCIENCES FUND I LOGO]
(background - faded double helix)

A VENTURE CAPTIAL AND PRIVATE EQUITY FUND

UBS Warburg LLC

We have attached a Preliminary Prospectus containing more complete information
about the meVC Delta Life Sciences Fund I. The attached Preliminary Prospectus
should be read carefully before investing. The information in this document and
in the attached Preliminary Prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. Each of this document and the
Preliminary Prospectus is not on offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer and
sale is not permitted.

INSIDE FRONT COVER

(column 1)

[MEVC DELTA LIFE SCIENCES FUND I LOGO]
(background - faded test tube rack)

FUND FOCUS

[test tube image]
BIOTECHNOLOGY

[double helix image]
GENOMICS

[molecule image]
PROTEOMICS

[pill image]
PHARMACEUTICALS

[medical device image]
MEDICAL DEVICES

[syringe image]
DRUG DELIVERY

[chart image]
DIAGNOSTICS

<PAGE>

[stethoscope image]
PREDICTIVE MEDICINE

[cross and 001 110 image]
HEALTHCARE INFORMATION TECHNOLOGY

(column 2)

FACTS ABOUT THE OFFERING

THE OFFERING:
Initial public offering of common shares in a newly organized, closed-end
investment company.

INVESTMENT OBJECTIVE:
Long-term capital appreciation from venture capital, private equity and
structured investments in life sciences companies, including those focused in
the biotechnology, genomics, proteomics, pharmaceuticals, medical devices, drug
delivery, diagnostics, predictive medicine and healthcare information technology
sectors. There can be no assurance that the Fund will achieve the investment
objective.

INVESTMENT TYPES:
- Venture Capital
- Seed
- Expansion
- Mezzanine
- Private Equity
- Leveraged Buy-Outs
- Roll-Ups
- Privatizations
- Structured Investments
- Convertible and Preferred Debt
- Revenue-Linked Securities
- Off-Balance Sheet Securities

INVESTMENT ADVISER:
meVC Advisers, Inc.

INVESTMENT SUB-ADVISER:
Diaz, Altschul & Enright Advisers, LLC (DAE Advisers).

DISTRIBUTIONS:
The Fund intends to make its first distribution by December 31, 2000.

ANNUAL FUND EXPENSES:
2.5% management fee paid to meVC Advisers.

INCENTIVE COMPENSATION:
20% of the Fund's annual realized capital gains, net of realized and unrealized
capital losses, paid to meVC Advisers. Payment of this type of incentive
compensation, referred to as "carried interest" is typical in the venture
capital and private equity industries.

(column 3)

DAE ADVISERS COMPENSATION:

<PAGE>

meVC Advisers has agreed to pay DAE Advisers 40% of the management fee and 85%
of any carried interest payments.

SHARE PRICE:
$20.00 per share, 100 share minimum.

Historically, the shares of closed-end funds have traded at a discount to their
net asset values. In particular, our shares may trade at a discount even greater
than other closed-end funds since we may not realize a return on our investments
for a considerable amount of time.

EXPECTED OFFERING DATE:
Month xx, 2000.

EXPECTED TRADE DATE:
Not later than 90 days from the offering date.

LISTING:
NYSE Expected (symbol: "HVC").

DELIVERY:
DTC IPO Tracking System.

SUITABILITY:
An investment in the Fund's shares involves a considerable amount of risk.
Because it is possible that you may lose some or all of your investment, you
should not invest in our shares unless you can afford a total loss of your
investment. Prior to making your investment decision, you should:

- Consider the suitability of this investment with respect to your
investment objectives and personal situation;
- Consider factors such as your personal net worth, income, age, risk
tolerance and liquidity needs; and
- Consult your broker or financial advisor to determine whether the risk
profile of your account is suitable for this investment.
[MEVC LOGO]

GATEFOLD

INVESTMENT FOCUS AND STRATEGY

(column 1)

EMPHASIS ON LIFE SCIENCES

We believe that the life sciences industry has strong growth potential driven by
the need for new medical treatments, improved diagnostic tools, and more
efficient information processing systems. The current landscape of rapid
technological and commercial expansion in the life sciences industry, in our
opinion, has created an attractive environment for venture capital and private
equity investors. We plan to focus our investments in the following sectors:

[Images and labels of industry sectors - see description on inside front cover]

ATRACTIVE FUNDAMENTALS

MARKETPLACE DEMANDS:

<PAGE>

- Existing therapies do not adequately treat many serious diseases.
- Large and growing elderly population will increase the demand for
innovative therapeutics.
- Major opportunities exist for new technology to improve quality and
reduce total cost of care.

TECHNOLOGICAL DEVELOPMENTS:
- Maturity of technologies such as genetic research, antibody therapy,
gene therapy, drug delivery, robotics and miniaturization creates
investment opportunities with more attractive risk-reward profiles than
previously available when these technologies were relatively new and
unproven.
- Internet-related applications for the life sciences industry present
new attractive potential investments.
- Recent technological advances in genomics, information technology and
semiconductor technology have created new tools to treat and diagnose
serious medical conditions.

ECONOMIC ENVIRONMENT:
- High barriers to entry exist including significant intellectual
property protection and substantial capital requirements for research
and development projects.
- Attractive business models exist that are based on innovative and highly
differentiated products and services.
- There is a large market for life sciences products and services with
established channels of distribution.
- Demand for life sciences products and services historically has
generally been less affected by changes in general economic conditions.

UTILIZE A FLEXIBLE VENTURE CAPITAL AND PRIVATE EQUITY INVESTMENT MODEL
Traditional venture capital financing typically occurs in three stages: seed,
expansion and mezzanine. Our investment strategy includes traditional venture
capital investments primarily in life sciences companies with high growth
potential. These investments will be made in all stages of venture capital
financing with an emphasis on mezzanine and expansion round financing.

(column 3)
We also intend to make other private equity investments that typically will
involve companies at a later stage of development, whether publicly traded or
privately held. The term "private equity", in addition to traditional venture
capital investments, refers broadly to investments in the assets or securities
of operating companies through, for example, leveraged buy-outs, roll-ups and
privatizations. Additionally, structured investments are generally long-term
investments in publicly traded or privately held companies that are intended to
offer greater protection of principal, such as debt securities whose principal
amount is collateralized by assets owned by the issuer. We intend to pursue
private equity and structured investments in later stage companies that meet our
investment criteria and that offer the opportunity for rapid growth. Such
investments may involve larger commitments of capital by us than would be
typical for traditional venture capital investments and, accordingly, we expect
a more attractive risk-reward profile for such investments.

HISTORICAL PERFORMANCE OF VENTURE CAPITAL AND PRIVATE EQUITY FUNDS
[bar chart of data on page 2 of the Preliminary Prospectus]
[chart legend]
KEY:
Venture Capital
Private Equity
Venture Capital and Private Equity
S&P 500 Index

<PAGE>

* The venture capital and private equity return figures were calculated by
Venture Economics, a division of Thomson Financial Securities Data. These
figures represent the pooled internal rates of return of venture capital and
private equity funds, or pooled IRR. Unlike the S&P 500 Index, pooled IRR is a
method of calculating an aggregate internal rate of return for a group of
venture capital and private equity funds by summing cash flows together and
calculating the internal rate of return on the portfolio cash flow. These
benchmarks include all funds formed between 1989 and 1999 as of December
31,1999. Performance data is net of fees and carried interest. Past performance
of the venture capital and private equity industries is not necessarily
indicative of either industry's future performance, nor is it necessarily a good
proxy for predicting the returns of the Fund.

[MEVC LOGO]

(column 4)
FUND MANAGEMENT

DIAZ, ALTSCHUL & ENRIGHT ADVISERS, LLC
[photo]
Reinaldo M. Diaz

[photo]
Arthur G. Altschul, Jr.

[photo]
Patrick G. Enright

DAE Advisers will identify, structure and negotiate investments for the Fund, as
well as monitor and assist our portfolio companies in the accomplishment of
their operating objectives.

Reinaldo M. Diaz, Arthur G. Altschul, Jr., and Patrick G. Enright are the
managing members of DAE Advisers. They have over 40 years of combined investment
experience, including experience investing in venture stage companies, as well
as entrepreneurial and managerial experience in the life sciences industry.

Through their experience as fund managers, principal investors and operating
executives, they have developed an extensive network of contacts throughout the
industry that is expected to generate numerous investment opportunities. They
also have extensive understanding of the capital markets for life sciences
companies, as well as direct experience investing in common stock, structured
equity and debt of venture capital companies and development stage publicly
traded companies.

The managing members of DAE Advisers are also the investment advisers to the
Delta Funds, a group of private investment funds with approximately $100 million
in assets. The Delta Funds focus on making investments in healthcare and life
sciences companies. Since 1996, the managing members of DAE Advisers have
structured over $250 million in investments.

For companies presenting investment opportunities that meet the Fund's general
criteria, DAE Advisers will perform extensive due diligence, including:

- Identifying attractive sectors within the life sciences industry
- Company and technology assessments
- Market analysis
- Competitive analysis
- Evaluation of management
- Risk analysis
- Transaction size, pricing and structure analysis

<PAGE>

INVESTMENT TIMING AND REVIEW PROCESS

We expect to invest the net proceeds, after reserves, in accordance with our
investment objective at the following rate:

[four pie charts -- pie chart 1: 10%-20% in 6 mos. (arrow pointing to pie chart
2) pie chart 2: 25%-50% in 1 yr. (arrow pointing to pie chart 3) pie chart 3:
75% in 2 yrs. (arrow pointing to pie chart 4) pie chart 4: 100% in 3 yrs.]

This period is due to the rigorous review process that DAE Advisers will
undertake in an effort to select for investment portfolio companies that meet
our investment objective. There can be no assurances that the Fund will be able
to achieve its targeted investment pace.

STRATEGIC ADVISORY BOARD
Richard Barth - Former Chairman & CEO, Ciba-Geigy Corporation, Director,
Norvartis Corporation

Gideon Goldstein - Former CEO & EVP, Immunobiology Research Institute (Johnson &
Johnson)

Robert Langer - Professor of Chemical & Biomedical Engineering, MIT, Chairman of
the FDA's SCIENCE Board

Arnold J. Levine - President & CEO, Rockefeller University, Director,
Perkin-Elmer Corporation and Celera Genomics

Joseph Schlessinger - Director, Skirball Institute of Biomolecular Medicine,
Chairman of Pharmacology, New York University, Co-founder, SUGEN, Inc. (now a
division of Pharmacia)

The Strategic Advisory Board will consult from time to time with our Board of
Directors, meVC Advisers and DAE Advisers, primarily with respect to scientific,
technical and regulatory developments and trends affecting companies in the life
sciences industry. The members of the Advisory Board will assist in identifying
target sectors for investment, but will not review or approve specific
investment decisions. The Advisory Board will have no power to determine that
any security or other investment be purchased or sold by the Fund.

RISKS AND SPECIAL CONSIDERATIONS
You should carefully consider the risk factors in addition to the other
information set forth in the Fund's Preliminary Prospectus before purchasing our
shares. Investing in our common stock involves a high degree of risk. Purchasing
shares of our common stock carries significant risk of losing some or all of
your investment - please see "Risk Factors."

INSIDE BACK COVER
(column 1)

RISK FACTORS

INVESTMENT RISK:

Investing in our stock is highly speculative and you could lose some or all of
the amount you invest. Thus, an investment in our stock may be inappropriate for
your risk tolerance. The value of our common stock may decline and may be
affected by numerous market conditions, which could result in the loss of some
or all of your investment in our shares. The securities markets frequently
experience extreme price and volume fluctuation that affect market prices for
securities of companies in general, and life sciences companies in particular.
Because of our focus on the life sciences industry, our stock price is likely to
be impacted by these market conditions. General economic conditions and general
conditions in the life sciences industries will also affect our stock price.

<PAGE>

VENTURE CAPITAL RISK:

The possibility that our portfolio companies will not be able to commercialize
their products and technologies presents significant risk. Thus, the ultimate
success of these companies often depends on their ability to continually
innovate in increasingly competitive markets. Additionally, even if our
portfolio companies are able to develop commercially viable products and
services, the markets for new products and services are highly competitive and
rapidly changing. Commercial success is difficult to predict and the marketing
efforts of our portfolio companies may not be successful. Their inability to do
so could adversely affect our investment returns. Additionally, our investment
focus on privately held companies and other securities that are not publicly
traded presents certain challenges. Generally, very little public information
exists about these companies and we will be required to rely on the ability of
the members of DAE Advisers to obtain information about these companies. Other
challenges presented by investments in these companies include less diverse
product lines and small market presence, dependence on the talents and efforts
of a few key personnel, the vulnerability of these companies to economic
downturns, the competitive threat posed to these companies by other early-stage
companies and more established companies, and the dependence by some of these
companies on additional capital that may not be readily available. These factors
could affect our investment returns.

LIFE SCIENCES INDUSTRY RISK:

NO CURRENT MARKET FOR FUND SHARES:

CLOSED-END STRUCTURE:

We are a closed-end fund and will not redeem our shares at the request of
shareholders and shareholders cannot exchange shares of our common stock for
shares of any other fund. This means that if you wish to sell our shares you
must do so on the market at the then prevailing price. Historically, the shares
of closed-end funds have traded at a discount to their net asset value. In
particular, our shares may trade at a discount even greater than other
closed-end funds since we may not realize a return on our investments for a
considerable amount of time. Additionally, because we expect it to take
approximately three years to fully invest the net proceeds of the offering, less
an appropriate reserve for follow-on investments and future management fees,
there is an increased risk in the short term that our shares will trade at a
discount.

(column 2)
LIQUIDITY RISK:

<PAGE>

NO IDENTIFIED INVESTMENTS:

CONFLICTS OF INTEREST:

PORTFOLIO VALUATION:

Valuing our portfolio in the future will be difficult and inexact and may not
reflect the true value of our investments in portfolio companies. There is
typically no public market for the securities of small, privately held
companies. Our board of directors will value our portfolio from time to time
based on their best estimate of the value of each of our individual investments
in portfolio companies. Our board of directors may also consult with accounting
firms, investment banks and other consulting firms when needed, to assist in
valuation of our investments. Portfolio valuation, however, is inherently
subjective. The net asset value set by our board of directors may not reflect
the price at which you could sell our shares in the open market.

NO PRIOR HISTORY AND RELATIONSHIP WITH THE INVESTMENT SUB-ADVISER:

<PAGE>

ability to attract and retain quality personnel. Moreover, during the life of
the Fund, the membership in DAE Advisers may change and

(column 3)

could have an adverse effect on our ability to achieve our investment objective.
Additionally, a change in our relationship with meVC Advisers and DAE Advisers
could have an adverse effect on our ability to achieve our investment objective.
The sub-advisory agreement may be terminated by meVC Advisers, DAE Advisers or
the Fund, and the advisory agreement may be terminated by meVC Advisers or the
Fund, in either case upon delivery of written notice of termination at least 60
days prior to the termination date. Moreover, meVC Advisers and DAE Advisers
have agreed that, in the event either such agreement is terminated involuntarily
with respect to the other party, both parties will be prohibited from providing,
directly or indirectly, future investment advisory services to the Fund. Thus,
if the advisory agreement or sub-advisory agreement is terminated, our success
will depend in large part on our ability to obtain investment advisory services
similar to those offered by DAE Advisers. We are likely to experience difficulty
in obtaining comparable services. If we are unable to obtain these services, or
if we are only able to do so on less favorable terms than those offered by DAE
Advisers, it will have a significant negative impact on our investment returns.

RETURNS:

Past performance of the venture capital and private equity industries is not
necessarily indicative of their future performance, nor is it necessarily a good
proxy for predicting the returns of the Fund. We cannot guarantee that we will
meet the rates of return historically realized by these industries. Moreover,
our overall return will almost certainly be reduced by certain factors related
to our structure as a publicly traded business development company, including
the lower return we are likely to realize on short-term liquid investments
during the period in which we are identifying potential investments, and the
periodic disclosure required of business development companies, which could
result in the Fund being less attractive as an investor to certain potential
portfolio companies.

HEDGING ACTIVITIES:

OBLIGATIONS OF SOME PORTFOLIO COMPANIES:

COMPETITIVE RISK:

The market for venture capital and private equity investments is highly
competitive. In some cases, our status as a regulated business development
company may hinder our ability to participate in investment opportunities. We
will likely face substantial competition in our investing activities from
private venture capital and private equity funds, investment affiliates of large
industrial, technology, service and financial companies, small business
investment companies, wealthy individuals and foreign investors. As a regulated
business development company, we are required to disclose quarterly the name and
business description of

<PAGE>

portfolio companies and the value of any portfolio securities. Many of our
competitors are not subject to this disclosure requirement. Our obligation to
disclose this information could hinder our ability to invest in certain
portfolio companies. Additionally, other regulations, current and future, may
make us less attractive as a potential investor to a given portfolio company
than a private venture capital or private equity fund not subject to the same
regulations.

INVESTMENT OPPORTUNITY RISK:

The venture capital and private equity industries are growing, and with more
capital readily available, our success will be largely dependent on a continuing
supply of favorable investment opportunities. There has been a significant
amount of new capital invested in venture capital and private equity funds in
recent years and this trend is likely to continue. With the amount of capital
available, some companies that may

(column 4)

have had difficulty in obtaining funding in the past may be able to do so more
easily, notwithstanding that the chances of success for these investments may be
low. In addition, there is likely to be an increasing amount of competition
among venture capital and private equity funds for the best investment
prospects. Thus, our success will be largely dependent on our ability to find
the most favorable opportunities in a highly competitive venture capital and
private equity market, while avoiding the marginal prospects.

MARKET RISK:

Our success will be significantly affected by the state of the securities
markets in general, and more specifically by the market for the life sciences
industry. Any adverse change in the public financial markets could significantly
impact our ability to realize our investment objective. Our ability to achieve
attractive investment returns will also depend upon the availability of
strategic or financial acquirers of our portfolio companies. The interest of
potential buyers in acquiring our portfolio companies will vary with general
economic conditions and the valuations that they are willing to place on our
portfolio companies will vary with the valuations of comparable publicly traded
companies.

OTHER HIGH GROWTH INVESTMENTS:

In addition to investments in life sciences companies, we may invest up to 25%
of the Fund's assets in other high growth industries. Such investments will
consist primarily of venture capital and other private equity investments in
information technology companies, computer hardware and software companies, and
other technology companies that we believe have high growth potential over the
long term. We will screen potential portfolio companies from these other sectors
according to prescribed investment criteria and will assess their technologies,
products, target markets and management teams, as we believe necessary. There
can be no assurance that our investments in other high growth industries will
produce a rate of return equal to or greater than our investments in the life
sciences industry.

TAX TREATEMENT RISK:

If we are unable to comply with Subchapter M of the Internal Revenue Code in any
given year, we will lose pass-through tax treatment, which could substantially
reduce the amount of income available for distribution to our stockholders. We
intend to elect to be treated as a regulated investment company under Subchapter
M of the Internal Revenue Code. To qualify for Subchapter M status, we must meet
qualifying income distribution and asset diversification requirements. In each
year in which we are able to meet the requirements of Subchapter M, we will
generally not be subject to federal taxation on net investment income and net
capital gains that we distribute to our stockholders. If we are not able to meet
the requirements of Subchapter M in any given year, however, our income would be
fully taxable at the federal level, which could result in a substantial
reduction in income available for distribution to our stockholders. If we fail
to meet the requirements of Subchapter M in our first taxable year or, with
respect to later years, for more than two consecutive years and then seek to
requalify under Subchapter M, we would be required

<PAGE>

to recognize gain to the extent of any unrealized appreciation on our assets. In
that case, any gain recognized by the Fund likely would be distributed to
shareholders as a taxable distribution.

ERISA/IRA INVESTMENT RISK:

If you are an employee benefit plan subject to the Employee Retirement Income
Security Act of 1974 (ERISA) or an individual retirement account (IRA), you must
determine that the investment in shares of our common stock is prudent and meets
your investment guidelines. You should also assure yourself that the investment
is not a prohibited transaction under Section 406 of ERISA or Section 4975 of
the Internal Revenue Code. We cannot guarantee that our assets will not be
considered "plan assets" of your plan or IRA.

ARTICLES OF INCORPORATION AND BYLAWS:

Our articles of incorporation and bylaws contain certain provisions that may
serve to deter a hostile takeover and thus may limit your ability to sell our
shares at a premium over market prices. Further, our articles of incorporation
may limit the ability of our stockholders to convert the fund to an open-end
investment company.

You should carefully consider these risks and the risk contained in the attached
Preliminary Prospectus under "Risk Factors" in addition to the other information
in the Preliminary Prospectus before purchasing our shares. Purchasing shares of
our common stock carries significant risk of losing some or all of your
investment.

[MEVC LOGO]

BACK COVER

[MEVC DELTA LIFE SCIENCES FUND I LOGO]

A VENTURE CAPITAL AND PRIVATE EQUITY FUND

UBS Warburg LLC
<PAGE>

SUBJECT TO COMPLETION--JULY 21, 2000

STATEMENT OF ADDITIONAL INFORMATION

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

MEVC DELTA LIFE SCIENCES FUND I, INC.

A VENTURE CAPITAL AND PRIVATE EQUITY FUND

COMMON STOCK

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

This SAI is not a prospectus. This SAI relates to and should be read in
conjunction with the prospectus of meVC Delta Life Sciences Fund I, Inc., dated
July 21, 2000. A copy of the prospectus may be obtained by contacting us as set
forth below.

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

MEVC DELTA LIFE SCIENCES FUND I, INC.
991 FOLSOM STREET
SAN FRANCISCO, CALIFORNIA 94107
TELEPHONE: (877) 474-6382

July 21, 2000

<PAGE>
Table of Contents of the
Statement of Additional Information

<TABLE>
<S> <C>
Investment policies......................................... 3

Management.................................................. 7

Investment Company Act regulation........................... 9

Potential conflicts of interest............................. 10

Federal income tax matters.................................. 10

ERISA matters............................................... 15

Transfer agent and registrar................................ 16

Dividend disbursing agent................................... 16

Custodian................................................... 16

Sub-administrator........................................... 16
</TABLE>

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THE PROSPECTUS AND IN THIS
SAI. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT OR ADDITIONAL
INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THE PROSPECTUS OR IN
THE STATEMENT OF ADDITIONAL INFORMATION IS ACCURATE ON ANY DATE OTHER THAN THE
DATE SET FORTH ON THE FRONT COVER OF THE PROSPECTUS OR OF THIS SAI.

THE PROSPECTUS AND THIS SAI CONTAIN FORWARD-LOOKING STATEMENTS THAT INVOLVE
RISKS AND UNCERTAINTIES. WE USE WORDS SUCH AS "ANTICIPATES," "BELIEVES,"
"PLANS," "EXPECTS," "FUTURE," "INTENDS" AND SIMILAR EXPRESSIONS TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THIS PROSPECTUS ALSO CONTAINS FORWARD-LOOKING
STATEMENTS ATTRIBUTED TO THIRD PARTY SOURCES RELATING TO ESTIMATES REGARDING
VENTURE CAPITAL INVESTING AND THE GROWTH OF THE LIFE SCIENCES AND RELATED
INDUSTRIES. YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN
THESE FORWARD-LOOKING STATEMENTS FOR MANY REASONS, INCLUDING THE RISKS FACED BY
US DESCRIBED IN "RISK FACTORS" AND ELSEWHERE IN THE PROSPECTUS AND IN THIS SAI.

2
<PAGE>
Investment policies

COMMON STOCK: CONVERTIBLE PREFERRED STOCK

Our venture capital, private equity and structured investments will typically be
negotiated directly with the issuer in private transactions. Although our
investments in portfolio companies may be in common stock, our investments will
often be in the form of preferred stock that is convertible to common stock
under certain circumstances, including the sale by the company of shares of its
common stock in an initial public offering. Preferred stock offers many
advantages over common stock, including:

- In the event the company is liquidated or sold, the holders of preferred
stock receive payment prior to and in preference to the holders of common
stock.

- Preferred stockholders typically have protective provisions that can have
the effect of prohibiting certain transactions, including a sale of the
company, unless the holders of a majority of the preferred stock approve
such transaction.

- Holders of preferred shares are often granted the right to elect one or
more members of the company's board of directors.

DEBT SECURITIES

Our investments in portfolio companies are not limited to common and preferred
stock. We have the investment flexibility to invest in portfolio companies
through other types of instruments if we believe that such alternative
investments are in your best interests. Such other investments might include
debt securities (which may or may not be convertible into equity securities) and
structured debt securities whose value is linked to the sales of a particular
product. Debt securities in which we may invest may be unsecured or they may be
collateralized by other assets owned or controlled by the issuing company.

WARRANTS AND OTHER RIGHTS TO PURCHASE EQUITY OR DEBT SECURITIES

When we believe it appropriate, we may acquire warrants and other rights to
purchase at a later date equity or debt securities of our portfolio companies.
Warrants are securities permitting, but not obligating, their holder to
subscribe for other securities. Warrants typically do not carry with them the
right to dividends or voting rights with respect to the securities that they
entitle their holder to purchase, and they do not represent any rights in the
assets of the portfolio company. As a result, warrants may be considered more
speculative than certain other types of investments. In addition, the value of a
warrant does not necessarily change with the value of the underlying securities
and a warrant ceases to have value if it is not exercised prior to its
expiration date.

TEMPORARY INVESTMENTS

Pending investments in the types of securities described above, we will invest
our cash in:

- U.S. Government securities,

- Repurchase agreements with federally-insured banks with a maturity date of
seven days or less, the underlying instruments of which are securities
issued or guaranteed by the federal government,

- Certificates of deposit in a federally insured bank with a maturity date
of one year or less and in a maximum amount equal to the limit on federal
deposit insurance,

3
<PAGE>
- Deposit accounts maintained in a federally insured bank subject to
withdrawal restrictions of one year or less, up to the limit of federal
deposit insurance, and

- Certificates of deposit or deposit accounts in federally insured banks in
excess of the maximum amount of deposit insurance if the insured bank is
deemed to be well-capitalized by the Federal Deposit Insurance
Corporation.

FOLLOW-ON INVESTMENTS

After our initial investment, we anticipate that we will often provide
additional or follow-on financing to the portfolio companies. Follow-on
investments may be made pursuant to rights to acquire additional securities or
otherwise increase our ownership position in a successful or promising company.
We may choose to provide follow-on investments for a number of other reasons,
including providing necessary financing for a company to implement its business
plan, or develop a new line of business or product.

INDEBTEDNESS

We may use leverage to raise all or a portion of the funds required to make
follow-on investments and to meet operating expenses. Such borrowing would
normally occur in the later years of our operations when our investment
portfolio may have significant value but limited liquidity.

AVERAGE INVESTMENT

Our investment in any one of our portfolio companies will vary depending on the
stage of the company's growth, the quality and completeness of its management
team, the perceived business opportunity, the size of the investment sought by
the issuing company and the expected return from our investment.

MARGIN

We will not purchase any securities on margin, except for use of short-term
credit necessary for the clearance of transactions.

CERTAIN INVESTMENT TECHNIQUES FOR HEDGING PURPOSES

As described in the prospectus, we may use certain investment techniques to
provide hedging with respect to investments in our portfolio. We will engage in
such hedging transactions in an effort to protect the value of our investment
portfolio from changes in the market value of securities in which we have
invested, or in the value of securities into which securities in our portfolio
are convertible. There can be no assurance that our hedging activities will be
successful, or that losses will be avoided, and the cost of hedging activities
may result in lower profits than would have been realized if we did not engage
in hedging at all.

We may engage in the following hedging transactions:

- SHORT SALES. We may make short sales of securities. A short sale is a
transaction in which the Fund sells a security in anticipation that the
market price of that security will decline. We may make short sales as a
form of hedging to offset potential declines in long positions in
securities that we own, or anticipate acquiring, or in similar securities.

When we make a short sale of a security that we do not own, we must borrow
the security sold short and deliver it to the broker/dealer or other
intermediary through which we make the short sale. We may have to pay a fee
to borrow particular securities and we will often be obligated to pay over
any payments received on such borrowed securities.

4
<PAGE>
Our obligation to replace the borrowed security when the borrowing is
called our expires will be secured by collateral deposited with the
intermediary. We will also be required to deposit collateral with our
custodian to the extent, if any, necessary so that the value of collateral
deposits in the aggregate is at all times equal to at least 100% of the
current market value of the security sold short. Depending on arrangements
made with the intermediary from which we borrowed the security regarding
payment of any amount received on such security, we may not receive any
payments (including interest) on our collateral deposited with such
intermediary.

If the price of the security sold short increases between the time of the
short sale and the time we replace the borrowed security, we will incur a
loss; conversely, if the price declines, we will realize a gain. Any gain
will be decreased, and any loss increased, by the transaction costs
associated with the transaction. Although our gain is limited by the price
at which we sold the security short, our potential loss theoretically is
unlimited.

- OPTIONS. We may use options on securities to attempt to hedge against the
overall level of investment risk associated with the Fund's portfolio
investments. We may purchase or sell put and call options on equity and
debt securities to hedge against the risk of fluctuations in the prices of
securities held by the Fund or that we intend or have the right to include
in the Fund's portfolio holdings.

The use of options involves special considerations and risks. First, the
successful use of options depends upon our ability to predict movements of
the overall securities markets, which requires different skills than
predicting changes in individual securities. While the Sub-Adviser is
experienced in the use of options, there can be no assurance that any
particular strategy will work. Second, there might be an imperfect
correlation, or even no correlation, between price movements of an option
and price movements of the investments being hedged. Such a lack of
correlation might occur due to factors unrelated to the value of the
investments being hedged, such as speculative or other pressure on the
markets in which the hedging instrument is traded. Finally, option hedging
strategies, if successful, can reduce risk of loss by wholly or partially
offsetting the negative effect of unfavorable price movements in the
investments being hedged. However, hedging strategies can also reduce
opportunity for gain by offsetting the positive effect of favorable price
movements in the hedged investments.

When we purchase put options, we generally have the right to sell the
underlying security at the exercise price at any time until or on the
expiration date. We may enter into closing sale transactions with respect
to such options, exercise such options, or permit such options to expire.
We may purchase a put option on an underlying security owned by the Fund in
order to protect against an anticipated decline in the value of the
security. We may also purchase put options at a time when we do not own the
underlying security. By purchasing options on a security that the Fund does
not own, we seek to benefit from a decline in the market price of the
underlying security. The premium paid for the put option and any
transaction costs would reduce any profit otherwise available for
distribution when the security is eventually sold. In order for the
purchase of a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to
cover the premium and transaction costs (unless the put option is sold in a
closing sale transaction). If the put option is not sold when it has
remaining value, and if the market price of the underlying security remains
equal to or greater than the exercise price during the life of the put
option, we will lose our entire investment in that put option.

When we purchase call options, we generally have the right to buy the
underlying security at the exercise price at any time until or on the
expiration date. We may enter into closing sale transactions with respect
to such options, exercise such options, or permit such options to expire.
Call options may be purchased by the Fund for the purpose of acquiring the
underlying security

5
<PAGE>
for our portfolio at an established price by protecting against increases
in the cost of the security. Used in this manner, the purchase of call
options would enable the Fund to acquire the security at the exercise price
of the call option plus the premium paid. In order for the purchase of a
call option to be profitable, the market price of the underlying security
must increase sufficiently above the exercise price to cover the premium
and transaction costs (unless the call option is sold in a closing sale
transaction). At times, the net cost of acquiring the security in this
manner may be less than the cost of acquiring the security directly.

We may sell, or write, covered or uncovered put or call options. A covered
call option, which is a call option with respect to which the Fund owns the
underlying security sold by the Fund, exposes the Fund during the term of
the option to possible loss of the opportunity to realize appreciation in
the market price of the underlying security, and does not affect the Fund's
continued exposure to depreciation in the market price of the security
held. A put option written by the Fund exposes the Fund during the term of
the option to a decline in price of the underlying security. Uncovered call
and put options are options sold by the Fund which are not covered by
securities held in the Fund's portfolio, and expose the Fund to the risk of
loss if the value of the securities subject to the option appreciate in
value (in the case of a call option) or depreciate in value (in the case of
a put option).

6
<PAGE>
Management

<TABLE>
<CAPTION>
(2) (3)
(1) POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH REGISTRANT DURING PAST FIVE YEARS
--------------------- ---------------- -----------------------
<S> <C> <C>
Peter S. Freudenthal* 36 Chairman, Chief Chairman, President and Director,
meVC Delta Life Sciences Executive Officer meVC.com, Inc., San Francisco, California;
Fund I, Inc. and Director Vice- Chairman and Director, meVC Draper
991 Folsom Street Fisher Jurvetson Fund I, Inc., San
San Francisco, California 94107 Francisco, California; Vice President and
Senior Equity Research Analyst, Robertson
Stephens & Company, San Francisco,
California.

Patrick G. Enright* 38 Director Managing Member, Diaz, Altschul & Enright
meVC Delta Life Sciences Advisers, LLC, Menlo Park, California;
Fund I, Inc. Managing Member, Diaz & Altschul Group, LLC,
991 Folsom Street New York, New York; Director,
San Francisco, California 94107 Valentis, Inc., Burlingame, California;
Chief Financial Officer and Vice President
of Business Development, Valentis, Inc.,
Burlingame, California.

[Insert Director] Director
meVC Delta Life Sciences
Fund I, Inc.
991 Folsom Street
San Francisco, California 94107

Andrew E. Singer 29 President Chief Executive Officer and Director,
meVC Delta Life Sciences meVC.com, Inc., San Francisco, California;
Fund I, Inc. President, meVC Draper Fisher Jurvetson
991 Folsom Street Fund I, Inc., San Francisco, California;
San Francisco, California 94107 Senior Associate, Robertson Stephens &
Company, San Francisco, California; Director
of New Business, The Shansby Group, San
Francisco, California.
</TABLE>

7
<PAGE>

<TABLE>
<CAPTION>
(2) (3)
(1) POSITION(S) HELD PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH REGISTRANT DURING PAST FIVE YEARS
--------------------- ---------------- -----------------------
<S> <C> <C>
Paul Wozniak 36 Vice President, Chief Operating Officer, meVC.com, Inc., San
meVC Delta Life Sciences Chief Financial Francisco, California; Vice President, Chief
Fund I, Inc. Officer and Financial Officer and Treasurer, meVC Draper
991 Folsom Street Treasurer Fisher Jurvetson Fund I, Inc., San
San Francisco, California 94107 Francisco, California; Vice President and
Director, Mutual Fund Operations, GT
Global, Inc. / AIM Funds, San Francisco,
California.

Kenneth Priore 30 Secretary Internal Counsel and Director of Policy and
meVC Delta Life Sciences Compliance, meVC.com, Inc., San Francisco,
Fund I, Inc. California; Secretary, meVC Draper Fisher
991 Folsom Street Jurvetson Fund I, Inc., San Francisco,
San Francisco, California 94107 California; Managing Attorney: Third Party
Actions, Arbitration and Litigation, Office
of Corporate Counsel, Charles Schwab & Co.,
San Francisco, California.
</TABLE>

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

* Interested person as defined in Section 2(a)(19) of the Investment Company
Act.

Our independent directors will receive payment of certain fees and reimbursement
of their expenses as follows:

- Compensation of $[ ] per month.

- Compensation of $[ ] for each meeting of our Board of Directors, or a
committee of the board of directors, in which each such independent
director participates, either in person or by telephone, up to a maximum
of six per year for attendance at meetings of the full Board of Directors.

- Reimbursement for out-of-pocket expenditures relating to attendance at
meetings of the full board of directors or a committee of the Board of
Directors and for other expenses.

meVC Advisers will bear all fees and expenses associated with our independent
directors.

Pursuant to the investment advisory agreement with meVC Advisers, and subject to
the supervision and oversight of our Board of Directors, meVC Advisers will be
responsible for our day-to-day operations, administration and regulatory
compliance, including the following:

- Setting and maintaining our strategic direction;

- Maintaining our financial records;

- Preparing financial and accounting reports for presentation to our Board
of Directors and stockholders and for filing with governmental agencies;

- Calculating and publishing our net asset value;

- Overseeing the preparation and filing of our tax returns;

- Preparing and providing reports to our Board of Directors and
stockholders; and

- Overseeing generally the payment of our expenses and the performance of
administrative and professional services rendered to us by others.

8
<PAGE>

meVC Advisers will also have responsibility, subject to oversight by our Board
of Directors, of evaluating, investigating and selecting investments for our
portfolio, including follow-on and temporary investments and borrowing.

meVC Advisers will pay its own costs and expenses, including any costs and
expenses incurred by it when acting on our behalf, and has also agreed to pay
certain of our costs and expenses, including the following:

- Operating expenses incurred in the ordinary conduct of our business,
including expenses associated with our office facilities and clerical,
bookkeeping and record keeping services,

- All expenses related to calculating and publishing our net asset value,

- All of the fees and expenses payable to our independent directors,

- All fees and expenses of our legal counsel, independent accountants,
outside consultants, custodian and transfer agent and registrar,

- All expenses related to printing and mailing share certificates, reports
and notices to stockholders and proxy statements,

- All expenses related to meetings of our directors and stockholders, and

- All federal and state registration fees.

Subject to the oversight and supervision of our Board of Directors, DAE Advisers
will be responsible for:

- Negotiating and structuring investments and implementing our investment
objective, including analyzing and selecting our portfolio investments,
and

- Providing managerial assistance and guidance to the companies in which we
invest by serving on the boards of directors, assisting in the selection
of management personnel, performing market and product analysis, and the
formulating marketing and financing strategies.

DAE Advisers will pay all of its own costs and expenses, including any costs and
expenses incurred by it when acting on our behalf for meVC Advisers.

Investment company act regulation

As described in the prospectus, the Investment Company Act places certain
restrictions on the types of assets we may hold to maintain our qualification as
a business development company, and requires us to provide or make available
significant managerial assistance to the companies in which we invest. In
addition, we are prohibited from investing in certain types of companies,
including brokerage firms, insurance companies and investment banking firms.

As a business development company, we are permitted, under certain specified
conditions, to issue multiple classes of senior debt and a single class of
interests senior to the shares of our common stock offered for sale pursuant to
the prospectus. We can do so, however, only if our asset coverage, as defined in
the Investment Company Act, is at least 200% after the issuance of the debt or
the senior interests, and we do not make any distribution to our stockholders or
repurchase any shares of our common stock at any time when our asset coverage
ratio has fallen below 200%.

As a business development company, we may not change the nature of our business
so as to cease to be, or to withdraw our election as, a business development
company, without the affirmative vote of a majority of our outstanding shares.

9
<PAGE>
Potential conflicts of interest

OTHER ACTIVITIES OF THE INVESTMENT ADVISERS

We do not anticipate having independent management or employees and will rely
upon our directors, meVC Advisers and DAE Advisers for management and
administration of the Fund, as well as the selection of our investments. The
directors, officers and members of meVC Advisers and DAE Advisers may have
conflicts of interest in allocating their time to, and performing services for,
us and for other funds in which they are involved. In addition, meVC.com, the
parent of meVC Advisers, may also sponsor additional funds with similar
investment objectives. Nevertheless, we believe that meVC Advisers, meVC.com and
DAE Advisers have sufficient personnel to satisfy all of their responsibilities.
The members of DAE Advisers have legal and financial obligations with respect to
their other funds that are similar to their obligations to us.

TIMING OF DISPOSITION OF FUND INVESTMENTS

meVC Advisers and DAE Advisers each have an interest in our profits and losses.
Their interests may, in some cases, be inconsistent with your interests with
respect to the timing of disposition of our investments in portfolio companies.
Our directors will, however, exercise supervisory and oversight authority over
their actions. Our directors have a fiduciary duty imposed by applicable law to
act in our best interests.

LEGAL REPRESENTATION

Our legal counsel may also provide services to meVC Advisers. If a conflict in
representation arises and cannot be resolved, or if the consent of the
respective parties cannot be obtained to the continuance of such dual
representation after full disclosure of such conflict, such counsel will
withdraw from the representation of one or both of the parties with conflicting
interests with respect to the matter involved. Our legal counsel has not acted
and will not act on the behalf of any purchaser of shares of our common stock in
connection with this offering. Each prospective purchaser of our shares should
consult with its own counsel prior to purchasing our shares.

CONFLICTS WITH PORTFOLIO COMPANIES

The interests of a company in which we invest may, from time to time, conflict
with your best interests. If meVC Advisers or DAE Advisers becomes actively
involved in the management of any of our portfolio companies, they will resolve
such conflicts of interest in what they consider to be your best interests.

Federal income tax matters

You should consult your own tax adviser with respect to the tax considerations
applicable to a purchase of shares of our common stock. This discussion does not
address all aspects of federal income taxation relevant to holders of our common
stock in light of their personal circumstances, or to certain types of holders
subject to special treatment under federal income tax laws, including foreign
taxpayers. This discussion does not address any aspects of foreign, state or
local tax laws.

We intend to qualify for treatment as a "regulated investment company" under
Subchapter M of the Internal Revenue Code of 1986, as amended, or the Code. To
qualify for such treatment, we must

10
<PAGE>
distribute to our stockholders for each taxable year at least 90% of our
investment company taxable income (consisting generally of net investment income
from interest and dividends and net short-term capital gains). We must also meet
several additional requirements, including:

- At least 90% of our gross income for each taxable year must be from
dividends, interest, payments with respect to securities loans, and gains
from sales or other disposition of stock, securities or foreign
currencies, or other income (including, but not limited to, gains from
options, futures and forward contracts) derived with respect to our
business of investing in securities; and

- As of the close of each quarter of our taxable year:

-- at least 50% of the market value of our total assets must consist of
cash, cash items, U.S. government securities, the securities of other
regulated investment companies and other securities to the extent that
(1) we do not hold more than 10% of the voting securities of any issuer
of such other securities and (2) such other securities of any one issuer
do not represent more than 5% of our total assets; and

-- no more than 25% of the value of our total assets may be invested in the
securities of one issuer (other than U.S. government securities or the
securities of other regulated investment companies), or of two or more
issuers that are controlled by us and are engaged in the same or similar
or related trades or businesses.

The diversification requirements outlined above are liberalized in the case of
certain investment companies. In particular, if we, as a business development
company, meet certain requirements described below, the 50% diversification
requirement is modified so that we may include in our 50% pool of investments
the value of the securities of any issuer (even if we hold more than 10% of the
issuer's voting securities) so long as at the time of the latest investment in
that issuer's securities the tax basis we have in all securities issued by the
issuer does not exceed 5% of the total value of all of our assets. This
exception does not apply if we have continuously held any securities of that
issuer (or any predecessor) for a period of ten or more years.

For the modified diversification requirement rule to apply for any taxable year,
the SEC must determine and certify to the Internal Revenue Service, or the IRS,
no more than 60 days prior to the close of that taxable year that we are
principally engaged in furnishing capital to corporations that themselves are
principally engaged in the development or exploitation of inventions,
technological improvements, new processes, or products not previously available.
For purposes of these determinations, a corporation is considered principally
engaged in such development or exploitation for at least ten years after our
first acquisition of any security in such corporation (or any predecessor) if,
at the date of the original acquisition, the issuer corporation (or any
predecessor) was principally so engaged. In addition, we will be considered at
any date to be furnishing capital to any corporation whose securities we hold,
if within ten years before that date, we acquired securities in that
corporation.

The modified diversification requirement rule does not apply to any quarter if,
at the close of that quarter (and for at least thirty days thereafter), more
than 25% of the value of our total assets is represented by securities of
issuers with respect to each of which (i) we hold more than 10% of its
outstanding voting securities and (ii) we have continuously held any security of
that issuer (or a predecessor) for ten or more years.

If we were unable to qualify for treatment as a regulated investment company for
any taxable year, we would be subject to tax on our ordinary income and capital
gains at regular corporate rates. We would not be able to deduct distributions
to stockholders, nor would they be required to be made. Distributions would be
taxable to our stockholders as ordinary dividend income to the extent of our
current and accumulated earnings and profits. Subject to certain limitations
under the Code, corporate distributees would be eligible for the
dividends-received deduction. Distributions in excess of current and

11
<PAGE>
accumulated earnings and profits would be treated first as a return of capital
to the extent of the stockholder's tax basis, and any remaining distributions
would be treated as a gain realized from the sale or exchange of property. If we
fail to meet the requirements of Subchapter M in our first taxable year or, with
respect to later years, for more than two consecutive years and then seeks to
requalify under Subchapter M, we may be required to recognize gain to the extent
of any unrealized appreciation on our assets.

If, for any taxable year, we qualify as a regulated investment company and
distribute to stockholders at least 90% of our "investment company taxable"
income as defined in the Code, we will not be subject to federal income tax on
the portion of that taxable income and gains we distribute to stockholders for
that year. We will be subject to regular corporate income tax (currently at
rates up to 35%) on any undistributed net investment income and undistributed
net capital gain. In addition, if we distribute in a timely manner the sum of at
least (i) 98% of our ordinary income for each calendar year and (ii) 98% of our
capital gain net income for the one-year period ending October 31 in that
calendar year plus (iii) any income not distributed in prior years, we will not
be subject to the 4% nondeductible federal excise tax on certain undistributed
income of regulated investment companies. We will be subject to alternative
minimum tax, but any tax preference items would be apportioned between us and
our stockholders in the same proportion that dividends (other than capital gain
dividends) paid to each stockholder bear to our taxable income determined
without regard to the dividends paid deduction.

If we acquire debt obligations that were originally issued at a discount, or
that bear interest at rates that are not fixed (or certain "qualified variable
rates") or that is not payable at regular intervals over the life of the
obligation, we will be required to include in taxable income each year a portion
of the "original issue discount" that accrues over the life of the obligation,
regardless of whether the income is received by us, and we may be required to
make distributions to continue to qualify for treatment as a regulated
investment company or to avoid the 4% excise tax on certain undistributed
income. In that event, we might be required to sell temporary investments or
other assets to meet the distribution requirement.

For any period during which we qualify for treatment as a regulated investment
company for federal income tax purposes, distributions to stockholders
attributable to our ordinary income (including dividends, interest and original
issue discount) and net short-term capital gains generally will be taxable as
ordinary income to stockholders to the extent of our current or accumulated
earnings and profits. Distributions in excess of our earnings and profits will
first be treated as a return of capital which reduces the stockholder's adjusted
basis in his or her shares of common stock and then as gain from the sale of
shares of our common stock. Distributions of our net long-term capital gains
(designated by us as capital gain dividends) will be taxable to each stockholder
as long-term capital gains regardless of the stockholder's holding period for
his or her common stock. Corporate stockholders generally will be eligible for
the 70% dividends-received deduction with respect to ordinary income (but not
capital gain) dividends to the extent of the dividends we received from domestic
corporations. Any dividend declared by us in October, November or December of
any calendar year, payable to stockholders of record on a date in such a month
and actually paid during January of the following year, will be treated as if it
were paid by us and received by the stockholders on December 31 of the previous
year. In addition, we may elect to relate a dividend back to the prior taxable
year if we (i) declare such dividend prior to the due date for filing our return
for that taxable year, (ii) make the election in that return, and
(iii) distribute the amount in the 12 month period following the close of the
taxable year but not later than the first regular dividend payment following the
declaration. Any such election will not alter the general rule that a
stockholder will be treated as receiving a dividend in the taxable year in which
the distribution is made (subject to the October, November, December
rule described above).

To the extent that we retain any net long-term capital gains, we may designate
them as "deemed distributions" and pay tax thereon for the benefit of our
stockholders. In that event, each stockholder will report his or her share of
the retained long-term capital gains on his or her individual tax returns

12
<PAGE>
as if that share had been received and will be entitled to a credit for the tax
paid thereon by us. The amount of the deemed distribution net of such tax then
will be added to the stockholder's cost basis for his or her common stock. Since
we expect to pay tax on capital gains at regular corporate tax rates and the
rate payable by individuals on those gains can be as low as 20%, the amount of
credit that individual stockholders may take is expected to exceed the amount of
tax they would be required to pay on capital gains. Stockholders who are not
subject to federal income tax or tax on capital gains should be able to file a
return on the appropriate form or a claim for refund that allows them to recover
the taxes paid on their behalf.

Section 1202 of the Code permits the exclusion, for federal income tax purposes,
of 50% of any gain (subject to certain limitations) realized upon the sale or
exchange of "qualified small business stock" held for more than five years.
Generally, qualified small business stock is stock of a domestic corporation
acquired on original issue (directly or through an underwriter) from the issuing
corporation, which must (i) at all times up to the date of issuance and
immediately thereafter have assets of not more than $50 million and
(ii) throughout substantially all of the holder's holding period for the stock
be actively engaged in the conduct of a "qualified trade or business." If we
acquire qualified small business stock, hold that stock for at least five years
and dispose of that stock at a profit, a stockholder who held shares of our
Common Stock at the time we purchased the qualified small business stock and at
all times thereafter until we disposed of that stock would be entitled to
exclude from taxable income 50% of that stockholder's share of such gain. 42%
(28% for stock the holding period for which begins after December 31, 2000) of
any amount so excluded would be treated as a tax preference item for alternative
minimum tax purposes. Comparable rules apply under the qualified small business
stock "rollover" provisions of section 1045 of the Code, under which gain
otherwise reportable by individuals with respect to sales by us of qualified
small business stock held for more than six months can be deferred if we
reinvest the sales proceeds within 60 days in other qualified small business
stock.

A stockholder may recognize taxable gain or loss if the stockholder sells or
exchanges shares of our common stock. Any gain or loss from the sale or exchange
of common stock generally will be treated as capital gain or loss if the common
stock is held as a capital asset and will be treated as long-term capital gain
or loss if the stockholder has held the common stock for more than one year.
However, any capital loss from a sale or exchange of shares of common stock held
for six months or less will be treated as a long-term capital loss to the extent
of the amount of capital gain dividends (or undistributed capital gains)
received with respect to those shares of common stock.

We may be required to withhold federal income tax at the rate of 31% of all
taxable distributions payable to certain non-corporate stockholders who fail to
provide us with their correct taxpayer identification number or a certificate
that the stockholder is exempt from backup withholding, or if the IRS notifies
us that the stockholder is subject to backup withholding. Any amounts withheld
may be credited against a stockholder's U.S. federal income tax liability.

Federal withholding taxes at a 30% rate (or a lesser treaty rate) may apply to
distributions to stockholders that are nonresident aliens or foreign
partnerships, trusts or corporations. Foreign stockholders should consult their
tax advisers with respect to the possible U.S. federal, state and local and
foreign tax consequences of an investment in the Fund.

Unless an exception applies, we will mail to each stockholder, as promptly as
possible after the end of each taxable year, a notice detailing, on a per
distribution basis, the amounts includible in the stockholder's taxable income
for that year as ordinary income, as net realized capital gains (if applicable)
and as "deemed" distributions of capital gains, including taxes paid by us with
respect thereto. In addition, absent an exemption, the federal tax status of
each year's distributions will be reported to the IRS. Distributions may also be
subject to additional state, local and foreign taxes depending on each
stockholder's particular situation. Stockholders should consult their own tax
advisers with respect to the particular tax consequences to them of an
investment in the Fund.

13
<PAGE>
Under our Dividend Reinvestment Plan, all cash distributions to stockholders
will be automatically reinvested in additional whole and fractional shares of
our common stock unless you elect to receive cash. For federal income tax
purposes, however, you will be deemed to have constructively received cash and
the amount thereof should be included in your income to the extent the
constructive distribution otherwise represents a taxable dividend for the year
in which such distribution is credited to your account. The amount of the
distribution is the value of the shares of common stock acquired through the
Plan.

The use of hedging strategies, such as purchasing options, involves complex
rules that will determine for income tax purposes the amount, character and
timing of recognition of the gains and losses we realize in connection
therewith. Gains from options we derive with respect to our business of
investing in securities will be treated as qualifying income under the
90%-of-gross-income requirement outlined above.

Certain listed nonequity options (such as those on a securities index) in which
we may invest will be subject to section 1256 of the Code ("section 1256
contracts"). Any section 1256 contracts we hold at the end of our taxable year
generally must be "marked-to-market" (that is, treated as having been sold at
that time for their fair market value) for federal income tax purposes, with the
result that unrealized gains or losses will be treated as though they were
realized. Sixty percent of any net gain or loss recognized on these deemed
sales, and 60% of any net realized gain or loss from any actual sales of section
1256 contracts, will be treated as long-term capital gain or loss, and the
balance will be treated as short-term capital gain or loss. Section 1256
contracts also may be marked-to-market for purposes of the excise tax on certain
undistributed income and gains mentioned above. These rules may operate to
increase the amount that we must distribute (I.E., with respect to the portion
treated as short-term capital gain), which will be taxable to stockholders as
ordinary income, and to increase the net capital gain we recognize, without in
either case increasing the cash available to us. We may elect not to have the
foregoing rules apply to any "mixed straddle" (that is, a straddle, clearly
identified by us in accordance with the regulations under the Code, at least one
(but not all) of the positions of which are section 1256 contracts).

Code section 1092 (dealing with straddles) also may affect the taxation of
certain options in which we may invest. That section defines a "straddle" as
offsetting positions with respect to actively traded personal property; for
these purposes, options are positions in personal property. Under that section,
any loss from the disposition of a position in a straddle generally may be
deducted only to the extent the loss exceeds the unrealized gain on the
offsetting position(s) of the straddle. In addition, these rules may postpone
the recognition of loss that otherwise would be recognized under the mark-to-
market rules discussed above. The regulations under section 1092 also provide
certain "wash sale" rules, which apply to transactions where a position is sold
at a loss and a new offsetting position is acquired within a prescribed period,
and "short sale" rules applicable to straddles. If we make certain elections,
the amount, character and timing of recognition of gains and losses from the
affected straddle positions would be determined under rules that vary according
to the elections made. Because only a few of the regulations implementing the
straddle rules have been promulgated, the tax consequences of straddle
transactions are not entirely clear.

If a call option we purchased lapses, we will realize short-term or long-term
capital loss, depending on our holding period for the security subject thereto.
If we exercise a purchased call option, the premium we paid for the option will
be added to the basis of the subject securities.

If we have an "appreciated financial position"--generally, an interest
(including an interest through an option or short sale) with respect to any
stock, debt instrument (other than "straight debt") or partnership interest the
fair market value of which exceeds its adjusted basis--and enter into a
"constructive sale" of the position, we will be treated as having made an actual
sale thereof, with the result that we will recognize gain at that time. A
constructive sale generally consists of a short sale or an offsetting

14
<PAGE>
notional principal contract entered into by us or a related person with respect
to the same or substantially identical property. In addition, if the appreciated
financial position is itself a short sale or such a contract, acquisition of the
underlying property or substantially identical property will be deemed a
constructive sale. The foregoing will not apply, however, to any transaction
during any taxable year that otherwise would be treated as a constructive sale
if the transaction is closed within 30 days after the end of that year and we
hold the appreciated financial position unhedged for 60 days after that closing
(I.E., at no time during that 60-day period is our risk of loss regarding that
position reduced by reason of certain specified transactions with respect to
substantially identical or related property, such as having an option to sell,
being contractually obligated to sell, making a short sale or granting an option
to buy substantially identical stock or securities).

ERISA matters

The provisions of the Employee Retirement Income Security Act of 1974, as
amended, or ERISA, are complex. Consequently, if you are subject to ERISA, you
should consult with your own financial and legal advisers prior to investing in
our shares of common stock.

If you are fiduciary of a pension, profit-sharing or other employee benefit plan
which is subject to ERISA or a person purchasing our shares on behalf of an
Individual Retirement Account, may wish to consider the requirements of ERISA
and/or the Internal Revenue Code, as applicable, in the context of your
particular circumstances before purchasing our shares of common stock. Among
other factors, you may wish to consider:

- Whether an investment in our shares satisfies the prudence requirements of
Section 404(a)(1)(B) of ERISA;

- Whether an investment in our shares satisfies the diversification
requirements of Section 404(a)(1)(C) of ERISA;

- Whether an investment in our shares is in accordance with your governing
documents as required by Section 404(a)(1)(D) of ERISA;

- Whether an investment in our shares will trigger a prohibited transaction
in violation of Section 406 of ERISA or Section 408(e)(2) or 4975 of the
Internal Revenue Code; and

- To what extent the definition of "plan assets" under ERISA and Department
of Labor regulations may affect an investment in our shares.

Neither ERISA nor the Internal Revenue Code defines "plan assets." However,
pursuant to Department of Labor regulations, the assets of certain pooled
investment vehicles, including certain partnerships, may be treated as "plan
assets." If our assets are deemed to be "plan assets" of an employee benefit
plan or an IRA that purchases our shares of common stock:

- The prudence standards and other ERISA provisions will be deemed
applicable to our investments in portfolio companies;

- Those who have investment discretion over your assets will be liable under
ERISA for our investments in portfolio companies that do not conform to
the ERISA standards; and

- Certain transactions that we may enter into in the future in the ordinary
course of our business might constitute prohibited transactions under
ERISA and/or the Internal Revenue Code. A prohibited transaction, in
addition to imposing potential personal liability upon fiduciaries of
plans subject to ERISA, may also result in the imposition of an excise tax
under the Internal

15
<PAGE>
Revenue Code upon the disqualified person participating in the prohibited
transaction. Such an event could also result in disqualification of the
IRA.

Our assets would not be considered "plan assets" under ERISA and Department of
Labor regulations as long as our shares of common stock are "publicly-offered
securities". Under the regulations, a share will be considered a "publicly-
offered security" if it is widely held, freely transferable, and sold to an
ERISA plan or IRA pursuant to an effective registration statement under the
Securities Act of 1933, as amended, provided that our shares are registered
under the Securities Exchange Act of 1934 within a specified time period.
Whether a security is considered "freely transferable" depends on the facts and
circumstances of each case. Generally, if the security is part of an offering in
which the minimum investment is $10,000 or less, certain restrictions, by
themselves, will not prevent the security from being considered freely
transferable. The minimum investment permitted in our shares is $2,000 and we
have imposed no restrictions on transfer or assignment of the shares, other than
the limitations set forth under "Suitability requirements." A class of
securities is considered "widely-held" if, immediately after the initial
offering, it is owned by 100 or more investors independent of the issuer and of
one another.

We believe that our shares of common stock will be considered "publicly-offered
securities" and that our assets will not be considered "plans assets" of the
ERISA plans and IRAs that buy our shares.

TRANSFER AGENT AND REGISTRAR

State Street Bank and Trust Company will act as our Transfer Agent and
Registrar.

DIVIDEND DISBURSING AGENT

State Street Bank and Trust Company will act as our Dividend Disbursing Agent.

CUSTODIAN

State Street Bank and Trust Company will act as our Custodian with
responsibility for the safekeeping of our assets covered under the Custodian
Agreement.

SUB-ADMINISTRATOR

State Street Bank and Trust Company will act as our Sub-Administrator.

16
<PAGE>
PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

The following financial statements and exhibits are filed as part of the
Registration Statement.

<TABLE>
<S> <C> <C>
1. Financial Statements.

+ Statement of Assets and Liabilities of Registrant, dated as of May
26, 2000.

2. Exhibits:

*a Articles of Incorporation of Registrant.

*b Bylaws of Registrant.

c Not applicable.

**d Form of share certificate.

**e Form of Dividend Reinvestment Plan.

f Not applicable.

+g(1) Form of Investment Advisory Agreement between Registrant and
meVC Advisers, Inc.

**g(2) Form of Investment Sub-Advisory Agreement between meVC
Advisers, Inc. and Diaz, Altschul & Enright Advisers, LLC.

**h Form of Underwriting Agreement.

i Not applicable.

**j Form of Custodian Agreement between Registrant and
.

**k(1) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and .

+k(2) Form of Sub-Administration Agreement between State Street
Bank and Trust Company and meVC Advisers, Inc. on behalf of
Registrant.

+k(3) Form of Indemnification Agreement for Registrant's directors
and officers.

**l Opinion and Consent of Kirkpatrick & Lockhart LLP,
Washington, D.C.

m Not applicable.

+n Consent of PricewaterhouseCoopers, Boston, Massachusetts.

o Not applicable.

p Not applicable.

q Not applicable.
</TABLE>

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

+ filed herewith

* previously filed

** to be filed by amendment

ITEM 25. MARKETING ARRANGEMENTS.

Not Applicable.

C-1
<PAGE>
ITEM 26. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fees........................................... $

Legal fees..................................................

NASD fees...................................................

Accounting fees.............................................

Printing fees...............................................

Miscellaneous fees..........................................
------------

Total fees.................................................. $
============
</TABLE>

ITEM 27. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

Each of the following entities may be deemed to be under common control with
the Registrant:

None.

ITEM 28. NUMBER OF HOLDERS OF SECURITIES.

As of July 21, 2000:

<TABLE>
<CAPTION>
TITLE OF CLASS HOLDERS OF RECORD
-------------- -----------------
<S> <C>
Common Stock, $.001 par value............................... -1 -
</TABLE>

ITEM 29. INDEMNIFICATION.

Reference is made to the provisions of Article Twelfth of Registrant's
Articles of Incorporation and Article IX of Registrant's Bylaws, each of which
is filed as an exhibit to this Registration Statement. Insofar as
indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised by the Securities and Exchange Commission that such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by any such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 30. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

meVC Advisers, Inc., a Delaware corporation, is Registrant's investment
adviser. meVC Advisers is a wholly-owned subsidiary of meVC.com, Inc., a
Delaware corporation. Other than the services provided to Registrant and
described in this Registration Statement, meVC Advisers provides investment
management and advisory services to one other business development company, meVC
Draper Fisher Jurvetson Fund I, Inc. The list required by this Item 30 of
officers and directors of meVC Advisers, together with information as to any
other business, profession, vocation or employment of a substantial nature
engaged in by such officers and directors during the past two years, is
incorporated by reference to Schedules A and D of the Form ADV, filed by meVC
Advisers with the Securities and Exchange

C-2
<PAGE>
Commission pursuant to the Investment Advisers Act of 1940, as amended (SEC File
No. 801-57346), on February 24, 2000.

Diaz, Altschul & Enright Advisers, LLC, a Delaware limited liability
company, is an investment adviser under contract as an investment sub-adviser
with meVC Advisers. DAE Advisors is a newly organized company with no prior
operating history. Other than the services provided to meVC Advisers and
described in this Registration Statement, DAE Advisers currently provides no
investment management or advisory services to any other person or entity. The
list required by this Item 30 of members, officers and directors of DAE
Advisers, together with information as to any other business, profession,
vocation or employment of a substantial nature engaged in by such members,
officers and directors during the past two years, is incorporated by reference
to Schedules C and D of the Form ADV, filed by DAE Advisers with the Securities
and Exchange Commission pursuant to the Investment Advisers Act of 1940, as
amended (SEC File No. 801-57617), on May 16, 2000.

ITEM 31. LOCATION OF ACCOUNTS AND RECORDS.

<TABLE>
<S> <C>
Fund: meVC Delta Life Sciences Fund I, Inc.
991 Folsom Street
San Francisco, California 94107

Custodian: State Street Bank and Trust Company
225 Franklin Street
Boston, Massachusetts 02110

Investment meVC Advisers, Inc.
Adviser: 991 Folsom Street
San Francisco, California 94107
</TABLE>

ITEM 32. MANAGEMENT SERVICES.

Not Applicable.

ITEM 33. UNDERTAKINGS.

1. Registrant undertakes to suspend the offering of shares until the
prospectus is amended if, subsequent to the effective date of its
registration statement, the net asset value declines more than ten
percent from its net asset value as of the effective date of the
registration statement.

2. Registrant undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to the registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events after the
effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to

C-3
<PAGE>
the securities offered therein, and the offering of those securities
at that time shall be deemed to be the initial bona fide offering
thereof.

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

3. Registrant undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective.

(b) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

4. Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery within two business days of
receipt of a written or oral request, Registrant's Statement of
Additional Information.

C-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on the 21st day of July, 2000.

<TABLE>
<S> <C> <C>
MEVC DELTA LIFE SCIENCES FUND I, INC.

By: /s/ PETER S. FREUDENTHAL
-----------------------------------------
Peter S. Freudenthal
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been executed by the following persons in the
capacities indicated on July 21st, 2000.

<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>

/s/ PETER S. FREUDENTHAL Chairman, Chief Executive
------------------------------ Officer and Director
Peter S. Freudenthal (principal executive
officer and director)

/s/ PATRICK G. ENRIGHT * Director
------------------------------
Patrick G. Enright

/s/ PAUL WOZNIAK Vice President, Treasurer,
------------------------------ and Chief Financial
Paul Wozniak Officer (principal
financial and accounting
officer)
</TABLE>

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

* By Kenneth Priore, pursuant to power of attorney previously filed.

C-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------
<C> <S> <C>
*a Articles of Incorporation of Registrant.

*b Bylaws of Registrant.

**d Form of Share Certificate.

**e Form of Dividend Reinvestment Plan.

+g(1) Form of Investment Advisory Agreement between Registrant and
meVC Advisers, Inc.

**g(2) Form of Investment Sub-Advisory Agreement between meVC
Advisers, Inc. and Diaz, Altschul & Enright Advisers, LLC.

**h Form of Underwriting Agreement.

**j Form of Custodian Agreement between Registrant and
.

**k(1) Form of Registrar, Transfer Agency and Service Agreement
between Registrant and .

+k(2) Form of Sub-Administration Agreement between State Street
Bank and Trust Company and meVC Advisers, Inc. on behalf of
Registrant.

+k(3) Form of Indemnification Agreement for Registrant's directors
and officers.

**l Opinion and Consent of Kirkpatrick & Lockhart LLP,
Washington, D.C.

+n Consent of PricewaterhouseCoopers, Boston, Massachusetts.
</TABLE>

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

+ Filed herewith

* Previously filed

** To be filed by amendment

<PAGE>

REGISTRATION NO. 333-38096

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

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

EXHIBITS
TO
FORM N-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

MEVC DELTA LIFE SCIENCES FUND I, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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