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Exhibit (p)(4)
EXCELSIOR VENTURE INVESTORS III, LLC
(A DELAWARE LIMITED LIABILITY COMPANY)
, 2000
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Excelsior Venture Partners III, LLC
114 West 47th Street,
New York, New York 10036
Attention: David I. Fann
The undersigned hereby subscribes to purchase __________ of limited liability
company units of membership interest ("Units") in Excelsior Venture Partners
III, LLC, a Delaware limited liability company (the "Portfolio"), and in
connection therewith represents as follows:
1. the principal underwriter of its securities is a broker or dealer
registered under the Securities Exchange Act of 1934, as amended;
2. at the time of the purchase of Units, the Units so subscribed for
will be the only investment security held by it;
3. it will either (a) seek instructions from its security holders
with regard to the voting of all proxies with respect to the Units
and will vote such proxies only in accordance with such
instructions or (b) it will vote the Units held by it in the same
proportion as the vote of all other holders of Units;
4. it will refrain from substituting Units unless the Securities and
Exchange Commission shall have approved such substitution in the
manner provided in Section 26 of the Investment Company Act of
1940, as amended;
5. the Units are being acquired for investment and not with a view to
distribution thereof, and that it has no present intention to
redeem or dispose of the Units;
6. it is an accredited investor as that term is defined under the
Securities Act of 1933, as amended, and the Rules and Regulations
thereunder; and
7. it understands the risks involved in an investment in the Units,
has evaluated the risk of investing in the Units and has
determined that the Units are a suitable investment.
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EXCELSIOR VENTURE INVESTORS, III, LLC
By:
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Name:
Title:
Acknowledged and Agreed:
EXCELSIOR VENTURE PARTNERS, III, LLC
By:
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Name:
Title:
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