As filed with the Securities and Exchange Commission on September 13, 2001
File No. 333-30986
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[X] Post-Effective Amendment No. 3
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EXCELSIOR VENTURE PARTNERS III, LLC
(Exact name of registrant as specified in charter)
114 West 47th Street,
New York, New York 10036-1532
(Address of Principal Executive Offices
(Number, Street, City, State, Zip Code))
Registrant's Telephone Number,
including Area Code (212) 852-3125
David I. Fann
Douglas A. Lindgren
Excelsior Venture Partners III, LLC
114 West 47th Street,
New York, New York 10036-1532
(Name and Address of Agents for Service)
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Copies to:
Thomas A. Decapo, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108-3194
Phone No.: (617) 573-4814
Fax No.: (617) 573-4822
Irene S. Greenberg, Esq.
United States Trust Company of New York
114 West 47th Street
New York, New York 10036-1532
Phone No.: (212) 852-1367
Fax No.: (212) 852-1310
If any of the securities being registered on this Form are to 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 upon filing in
accordance with Rule 462(d) under the Securities Act of 1933.
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Cross Reference Sheet
Part A
Item Number Location In Prospectus
Item 1. Outside Front Cover................ Outside Front Cover
Item 2. Cover Pages; Other Offering
Information........................ Inside Front and Outside
Back Cover Page
Item 3. Fee Table and Synopsis............. Fee Table; Prospectus
Summary
Item 4. Financial Highlights............... Not applicable
Item 5. Plan Of Distribution............... The Offering; Selling
Arrangements
Item 6. Selling Shareholders............... Not applicable
Item 7. Use of Proceeds.................... Use of Proceeds
Item 8. General Description of the
Registrant......................... Outside Front Cover; The
Company; Investment
Objective and Policies;
Risk Factors
Item 9. Management......................... Management
Item 10. Capital Stock, Long-Term Debt, and
Other Securities................... Description of Units
Item 11. Defaults and Arrears on Senior
Securities......................... Not applicable
Item 12. Legal Proceedings.................. Not applicable
Item 13. Table of Contents of the Statement
of Additional Information..........
Table of Contents of the Statement of Additional Information
Part B
Item Number
Item 14. Cover Page......................... Cover Page
Item 15. Table of Contents.................. Cover Page
Item 16. General Information and History.... The Company
Item 17. Investment Objectives and Policies.. Investment Objective and
Policies
Item 18. Management......................... Management
Item 19. Control Persons and Principal
Holders of Securities.............. Management
Item 20. Investment Advisory and Other
Services........................... Management
Item 21. Brokerage Allocation and Other
Practices.......................... Brokerage Allocation and
Other Practices
Item 22. Tax Status......................... Certain Federal Income
Tax Considerations
Item 23. Financial Statements............... Financial Statements
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to the registration statement
on Form N-2 (File No. 333-30986) of Excelsior Venture Partners III, LLC
(the "Company") is being filed pursuant to Rule 462(d) under the Securities
Act of 1933, as amended, for the sole purpose of adding the opinion and
consent of the Company's counsel as to certain tax matters as Exhibit
(n)(1) to the registration statement and accordingly, shall become
effective immediately upon filing with the Securities and Exchange
Commission. The amended and restated prospectus and statement of additional
information filed with the Securities and Exchange Commission on March 27,
2001 pursuant to Rule 497 of the Securities Act of 1933 are incorporated by
reference into this Post-Effective Amendment No. 3 in their entirety.
Item 24. Financial Statements and Exhibits
2. Exhibits:
(a) (1) Certificate of Formation of Limited Liability Company filed February 18, 2000.*
(2) Certificate of Amendment filed April 26, 2000.**
(3) Form of Limited Liability Company Operating Agreement.*****
(b) Not applicable.
(c) Not applicable.
(d) Specimen Certificate of the Company's Units, the rights of holders of which are defined in Exhibit (a)(3).***
(e) Not applicable.
(f) Not applicable.
(g) (1) Form of Investment Advisory Agreement between the Company and U.S. Trust Company.***
(2) Form of Investment Sub-Advisory Agreement among the Company, U. S. Trust Company and United States Trust
Company of New York.***
(h) (1) Form of Distribution Agreement among the Company, U.S. Trust Company and Charles Schwab & Co., Inc.*****
(2) Form of Selling Agent Agreement among the Company, Charles Schwab & Co., Inc. and the selling agents.*****
(i) Not applicable.
(j) (1) Form of Custodian Agreement between the Company and PFPC Trust Company.***
Form of Administration, Accounting and Investor
Services Agreement between the Company and PFPC Inc.***
(2)
(3) Form of Escrow Agreement among the Company, PNC Bank, Delaware and PFPC Inc.*****
(k) Not applicable.
(l) Opinion and consent of Skadden, Arps, Slate, Meagher and Flom LLP.***
(m) Not applicable.
(n) (1) Opinion and consent of Skadden, Arps, Slate, Meagher and Flom LLP as to certain tax matters.
(2) Consent of Ernst & Young, LLP independent auditors.******
(o) Not applicable.
(p) (1) Form of Subscription Agreement for investment in units of the Company.*****
(2) Form of Subscription Agreement with Charles Schwab & Co., Inc. for investment in Units of the Company.*****
(3) Amended and Restated Agreement with respect to Seed Capital.****
(4) Form of Subscription Agreement between the Company and Excelsior Venture Investors III, LLC.*****
(q) Not applicable.
(r) (1) Code of Ethics of the Company.***
(2) Code of Ethics of the Investment Adviser, Investment Sub-Adviser and selling agents.***
(3) Code of Ethics of the Distributor.***
(s) Power of Attorney.*
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* Incorporated by reference to the same exhibit to the Company's
registration statement on Form N-2 (File Nos. 333-30986, 814-00209),
filed on February 23, 2000.
** Incorporated by reference to the same exhibit to the Company's
amended registration statement on Form N-2 (File Nos. 333-30986,
814-00209), filed on April 27, 2000.
*** Incorporated by reference to the same exhibit to the Company's
amended registration statement on Form N-2 (File Nos. 333-30986,
814-00209), filed on August 10, 2000.
**** Incorporated by reference to the same exhibit to the Company's
amended registration statement on Form N-2 (File Nos. 333-30986,
814-00209), filed on September 6, 2000.
***** Incorporated by reference to the same exhibit to the Company's
amended registration statement on Form N-2 (File Nos. 333-30986,
814-00209), filed on November 14, 2000.
****** Incorporated by reference to the Company's amended registration
statement on Form N-2 (File Nos. 333-30986, 814-00209), filed on March 15,
2001.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of
New York, on the 13th day of September, 2001.
EXCELSIOR VENTURE PARTNERS III, LLC
By: /s/ David I. Fann
------------------------------
David I. Fann
Co-Chief Executive Officer and
President
(principal executive officer)
Pursuant to the requirements of the Securities Act, this registration
statement has been signed below by the following persons in the capacities
and on the dates indicated:
Signature Title Date
/s/ David I. Fann Co-Chief Executive September 13, 2001
- --------------------------- Officer and President
David I. Fann (principal executive officer)
/s/ Douglas A. Lindgren* Co-Chief Executive Officer September 13, 2001
- --------------------------- and Chief Investment Officer
Douglas A. Lindgren (principal executive officer)
/s/ Brian F. Schmidt* Chief Financial Officer September 13, 2001
- --------------------------- (principal financial and
Brian F. Schmidt accounting officer)
/s/ John C. Hover II* Manager September 13, 2001
- ---------------------------
John C. Hover II
/s/ Gene M. Bernstein* Manager September 13, 2001
- ---------------------------
Gene M. Bernstein
/s/ Stephen V. Murphy* Manager September 13, 2001
- ---------------------------
Stephen V. Murphy
/s/ Victor F. Imbimbo, Jr.* Manager September 13, 2001
- ---------------------------
Victor F. Imbimbo, Jr.
*by:/s/ David I. Fann
--------------------
David I. Fann
Attorney-in-Fact
Exhibit
No. Exhibit
Item 24. Financial Statements and Exhibits
2. Exhibits:
(a) (1) Certificate of Formation of Limited Liability Company filed February 18, 2000.*
(2) Certificate of Amendment filed April 26, 2000.**
(3) Form of Limited Liability Company Operating Agreement.*****
(b) Not applicable.
(c) Not applicable.
(d) Specimen Certificate of the Company's Units, the rights of holders of which are defined in Exhibit (a)(3).***
(e) Not applicable.
(f) Not applicable.
(g) (1) Form of Investment Advisory Agreement between the Company and U.S. Trust Company.***
(2) Form of Investment Sub-Advisory Agreement among the Company, U. S. Trust Company and United States Trust
Company of New York.***
(h) (1) Form of Distribution Agreement among the Company, U.S. Trust Company and Charles Schwab & Co., Inc.*****
(2) Form of Selling Agent Agreement among the Company, Charles Schwab & Co., Inc. and the selling agents.*****
(i) Not applicable.
(j) (1) Form of Custodian Agreement between the Company and PFPC Trust Company.***
Form of Administration, Accounting and Investor
Services Agreement between the Company and PFPC Inc.***
(2)
(3) Form of Escrow Agreement among the Company, PNC Bank, Delaware and PFPC Inc.*****
(k) Not applicable.
(l) Opinion and consent of Skadden, Arps, Slate, Meagher and Flom LLP.***
(m) Not applicable.
(n) (1) Opinion and consent of Skadden, Arps, Slate, Meagher and Flom LLP as to certain tax matters.
(2) Consent of Ernst & Young, LLP independent auditors.******
(o) Not applicable.
(p) (1) Form of Subscription Agreement for investment in units of the Company.*****
(2) Form of Subscription Agreement with Charles Schwab & Co., Inc. for investment in Units of the Company.*****
(3) Amended and Restated Agreement with respect to Seed Capital.****
(4) Form of Subscription Agreement between the Company and Excelsior Venture Investors III, LLC.*****
(q) Not applicable.
(r) (1) Code of Ethics of the Company.***
(2) Code of Ethics of the Investment Adviser, Investment Sub-Adviser and selling agents.***
(3) Code of Ethics of the Distributor.***
(s) Power of Attorney.*
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*Incorporated by reference.