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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended January 31, 2007

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 000-29665



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EXCELSIOR
VENTURE PARTNERS III, LLC

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 13-4102528                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|225 High Ridge Road, Stamford, CT                              |  | 06905                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code (203) 352-4400

114 West 47th Street, New York, NY 10036-1532

Former Name, Former Address and Former Fiscal Year, if Changed Since last Report.



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Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No ̈

Indicate by check mark whether the Registrant is a large accelerated filer, or a non-accelerated filer. See definition of
accelerated filer and large filer in Rule 12b-2 of the Exchange Act. (check one):    Large accelerated filer ̈Accelerated file ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a plan confirmed by a court.    Yes ̈No ̈



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##### Table of Contents

EXCELSIOR VENTURE PARTNERS III, LLC

Excelsior Venture Partners III, LLCs (the Companys)
prospects, including the prospects of its underlying investments, are subject to certain uncertainties and risks. This Quarterly Report on Form10-Q contains certain forward-looking statements within the meaning of the federal securities laws that
also involve substantial uncertainties and risks. The future results of the Company and its underlying investments, may differ materially from its historical results and actual results could differ materially from those projected in forward-looking
statements as a result of certain risk factors. Readers should pay particular attention to the considerations described in the section of this report entitled Managements Discussion and Analysis of Financial Conditions and Results of
Operations. Readers should also carefully review the risk factors described in the other documents the Company files, or has filed, from time to time with the Securities and Exchange Commission.



|         |  |                                                                                                              |  |         
|-------- |  | ------------------------------------------------------------------------------------------------------------ |  | --------
|         |  | INDEX                                                                                                        |  | PAGE NO.
|PART I.  |  | FINANCIAL INFORMATION                                                                                        |  |         
|         |  |                                                                                                             
|Item 1.  |  | Financial Statements.                                                                                        |  | 1       
|         |  |                                                                                                             
|         |  | Portfolio of Investments as of January 31, 2007 and October 31, 2006.                                        |  | 2       
|         |  |                                                                                                             
|         |  | Statements of Assets and Liabilities at January 31, 2007 and October 31, 2006.                               |  | 8       
|         |  |                                                                                                             
|         |  | Statements of Operations for the three-month periods ended January 31, 2007 and January 31, 2006.            |  | 9       
|         |  |                                                                                                             
|         |  | Statements of Changes in Net Assets for the three-month periods ended January 31, 2007 and January 31, 2006. |  | 10      
|         |  |                                                                                                             
|         |  | Statements of Cash Flows for the three-month periods ended January 31, 2007 and January 31, 2006.            |  | 11      
|         |  |                                                                                                             
|         |  | Financial Highlights for the three-month periods ended January 31, 2007 and January 31, 2006.                |  | 12      
|         |  |                                                                                                             
|         |  | Notes to Financial Statements.                                                                               |  | 13      
|         |  |                                                                                                             
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations.                       |  | 21      
|         |  |                                                                                                             
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk.                                                  |  | 23      
|         |  |                                                                                                             
|Item 4.  |  | Controls and Procedures.                                                                                     |  | 23      
|         |  |                                                                                                             
|PART II. |  | OTHER INFORMATION                                                                                            |  |         
|         |  |                                                                                                             
|Item 1.  |  | Legal Proceedings.                                                                                           |  | 23      
|         |  |                                                                                                             
|Item 2.  |  | Changes in Securities and Use of Proceeds.                                                                   |  | 23      
|         |  |                                                                                                             
|Item 3.  |  | Defaults Upon Senior Securities.                                                                             |  | 23      
|         |  |                                                                                                             
|Item 4.  |  | Submission of Matters to a Vote of Security Holders.                                                         |  | 23      
|         |  |                                                                                                             
|Item 5.  |  | Other Information.                                                                                           |  | 23      
|         |  |                                                                                                             
|Item 6.  |  | Exhibits and Reports on Form 8-K.                                                                            |  | 24      





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##### Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Excelsior Venture Partners III, LLC

Portfolio of Investments (Unaudited)



|                                                             |  |                  |            |   |                      |        |   
|------------------------------------------------------------ |  | ---------------- | ---------- | - | -------------------- | ------ | --
|                                                             |  | January 31, 2007 |           
|PORTFOLIO STRUCTURE                                          |  | Value            |            |   | Percent of NetAssets |       
|INVESTMENTS:                                                 |  |                  |            |   |                      |        |   
|                                                             |  |                 
|MONEY MARKET INSTRUMENTS                                     |  | $                | 11,801,570 |   |                      | 16.02  | % 
|                                                             |  |                 
|INVESTMENT COMPANIES                                         |  |                  | 1,044,128  |   |                      | 1.42   | % 
|                                                             |  |                 
|PRIVATE COMPANIES                                            |  |                  | 47,084,981 |   |                      | 63.93  | % 
|                                                             |  |                 
|PRIVATE INVESTMENT FUNDS                                     |  |                  | 13,217,344 |   |                      | 17.95  | % 
|                                                             |  |                  |            |   |                      |        |   
|TOTAL INVESTMENTS                                            |  |                  | 73,148,023 |   |                      | 99.32  | % 
|OTHER ASSETS & LIABILITIES (NET)                             |  |                  | 503,954    |   |                      | 0.68   | % 
|                                                             |  |                  |            |   |                      |        |   
|NET ASSETS                                                   |  | $                | 73,651,977 |   |                      | 100.00 | % 
|                                                             |  |                  |            |   |                      |        |   
|                                                             |  |                 
|Excelsior Venture Partners III, LLC Portfolio of Investments |  |                  |            |   |                      |        |   
|                                                             | 
|                                                             |  | October 31, 2006 |           
|PORTFOLIO STRUCTURE                                          |  | Value            |            |   | Percent of NetAssets |       
|INVESTMENTS:                                                 |  |                  |            |   |                      |        |   
|                                                             |  |                 
|MONEY MARKET INSTRUMENTS                                     |  | $                | 13,378,310 |   |                      | 17.71  | % 
|                                                             |  |                 
|INVESTMENT COMPANIES                                         |  |                  | 1,044,128  |   |                      | 1.38   | % 
|                                                             |  |                 
|PRIVATE COMPANIES                                            |  |                  | 48,982,337 |   |                      | 64.82  | % 
|                                                             |  |                 
|PRIVATE INVESTMENT FUNDS                                     |  |                  | 12,484,040 |   |                      | 16.52  | % 
|                                                             |  |                  |            |   |                      |        |   
|TOTAL INVESTMENTS                                            |  |                  | 75,888,815 |   |                      | 100.43 | % 
|OTHER ASSETS & LIABILITIES (NET)                             |  |                  | (326,723   | ) |                      | (0.43  | )%
|                                                             |  |                  |            |   |                      |        |   
|NET ASSETS                                                   |  | $                | 75,562,092 |   |                      | 100.00 | % 
|                                                             |  |                  |            |   |                      |        |   

Notes to Financial Statements are an integral part of these Financial Statements.



1



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments January 31, 2007 (Unaudited)



|                                       |  |                                                         |  |                                                      |  |                |           
|-------------------------------------- |  | ------------------------------------------------------- |  | ---------------------------------------------------- |  | -------------- | ----------
|Principal Amount/Shares/ Percent Owned |  |                                                         |  | Acquisition Date ##                                  |  | Value (Note 1)
|MONEY MARKET INSTRUMENTS  16.02%      |  |                                                         |  |                                                      | 
|                                       |  |                                                         | 
|$            3,810,000                 |  | Federal Home Loan Bank Discount Note 5.00 % 02/01/07    |  |                                                      |  | $              | 3,810,000 
|5,000,000                              |  | Federal Farm Credit Bureau Discount Note 5.14% 02/05/07 |  |                                                      |  |                | 4,997,145 
|3,000,000                              |  | Federal Home Loan Bank Discount Note 5.15% 02/14/07     |  |                                                      |  |                | 2,994,425 
|                                       |  |                                                         |  |                                                      |  |                |           
|                                       |  | TOTAL MONEY MARKET INSTRUMENTS (Cost $11,801,570)       |  |                                                      |  |                | 11,801,570
|                                       |  |                                                         |  |                                                      |  |                |           
|PRIVATE COMPANIES **  63.93%          |  |                                                         |  |                                                      | 
|Common Stocks #, @  1.52%             |  |                                                         |  |                                                      | 
|Capital Equipment  0.00%              |  |                                                         |  |                                                      | 
|157,396                                |  | MIDAS Vision Systems, Inc.                              |  | 03/03                                                |  |                |          
|                                       |  |                                                         |  |                                                      |  |                |           
|Enterprise Software  0.00%            |  |                                                         |  |                                                      | 
|1,000,000                              |  | ***Cydelity, Inc.                                       |  | 01/04                                                |  |                |          
|                                       |  |                                                         |  |                                                      |  |                |           
|Life Sciences  0.00%                  |  |                                                         |  |                                                      | 
|46,860                                 |  | Genoptix, Inc.                                          |  | 07/03                                                |  |                |          
|                                       |  |                                                         |  |                                                      |  |                |           
|Optical  1.52%                        |  |                                                         |  |                                                      | 
|1,079,541                              |  | OpVista, Inc.                                           |  | 06/06                                                |  |                | 1,122,993 
|                                       |  |                                                         |  |                                                      |  |                |           
|                                       |  | TOTAL COMMON STOCKS (Cost $14,431,530)                  |  |                                                      |  |                |          
|                                       |  |                                                         |  |                                                      |  |                |           
|Preferred Stocks #  60.43%            |  |                                                         |  |                                                      | 
|Capital Equipment @  0.00%            |  |                                                         |  |                                                      | 
|933,593                                |  | MIDAS Vision Systems, Inc., Series A-1                  |  | 03/03                                                |  |                |          
|                                       |  |                                                         |  |                                                      |  |                |           
|Enterprise Software @  25.37%         |  |                                                         |  |                                                      | 
|19,995,000                             |  | ***Cydelity Inc.,. Series A                             |  | 01/04                                                |  |                |          
|19,702,277                             |  | ***Cydelity Inc.,. Series A-1                           |  | 05/06                                                |  |                |          
|25,535,051                             |  | ***Cydelity Inc.,. Series A-2                           |  | 05/06                                                |  |                | 1,600,000 
|8,369,880                              |  | ***LogicLibrary, Inc., Series A                         |  | 01/02, 12/04,02/05, 08/05,03/06, 08/06, 09/06, 11/06 |  |                | 3,826,844 
|3,080,464                              |  | ***LogicLibrary, Inc., Series A-1                       |  | 08/03, 05/04                                         |  |                | 1,408,450 
|46,362,656                             |  | ***Pilot Software Inc., Series A                        |  | 05/02, 04/03, 06/05                                  |  |                | 11,846,490
|                                       |  |                                                         |  |                                                      |  |                |           
|                                       |  |                                                         |  |                                                      |  |                | 18,681,784
|Life Sciences  7.63%                  |  |                                                         |  |                                                      | 
|1,999,999                              |  | Archemix Corporation, Inc., Series A                    |  | 08/02, 01/03, 11/03                                  |  |                | 1,999,999 
|700,000                                |  | Archemix Corporation, Inc., Series B                    |  | 03/04, 09/04, 12/05                                  |  |                | 700,000   
|942,481                                |  | Genoptix, Inc., Series 1-A@                             |  | 08/04                                                |  |                | 950,822   
|1,403,696                              |  | Genoptix, Inc., Series 1-B@                             |  | 08/04                                                |  |                | 950,822   
|620,580                                |  | Genoptix, Inc., Series 1-C@                             |  | 08/04, 01/05                                         |  |                | 554,178   
|728,413                                |  | Genoptix, Inc., Series 1-D@                             |  | 05/05                                                |  |                | 461,815   
|                                       |  |                                                         |  |                                                      |  |                |           
|                                       |  |                                                         |  |                                                      |  |                | 5,617,636 
|Medical Technology @  3.29%           |  |                                                         |  |                                                      | 
|4,166,667                              |  | Tensys Medical, Inc., Series C                          |  | 03/02                                                |  |                | 1,887,160 
|1,187,500                              |  | Tensys Medical, Inc., Series D                          |  | 05/04                                                |  |                | 537,840   
|                                       |  |                                                         |  |                                                      |  |                |           
|                                       |  |                                                         |  |                                                      |  |                | 2,425,000 

Notes to Financial Statements are an integral part of these Financial Statements.



2



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments January 31, 2007  (continued)



|                                       |                             |  |                                                                       |                     |                           |                |           
|-------------------------------------- | --------------------------- |  | --------------------------------------------------------------------- | ------------------- | ------------------------- | -------------- | ----------
|Principal Amount/Shares/ Percent
Owned |                             |  |                                                                       | Acquisition Date ## |                           | Value (Note 1)
|                                       | Optical @  12.43%          |  |                                                                       |                     |                          
|                                       | 956,234                     |  | NanoOpto Corporation, Series A-1                                      |                     | 10/01, 03/02              |                | 840,912   
|                                       | 3,023,399                   |  | NanoOpto Corporation, Series B                                        |                     | 09/03, 11/03,01/04, 07/04 |                | 1,286,155 
|                                       | 1,682,470                   |  | NanoOpto Corporation, Series C                                        |                     | 03/05                     |                | 733,389   
|                                       | 1,234,263                   |  | NanoOpto Corporation, Series D                                        |                     | 05/06                     |                | 382,622   
|                                       | 5,683,906                   |  | OpVista, Inc., Series AA                                              |                     | 06/06, 08/06, 01/07       |                | 5,912,683 
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       |                             |  |                                                                       |                     |                           |                | 9,155,761 
|                                       | Semiconductor @  0.00%     |  |                                                                       |                     |                          
|                                       | 7,000,000                   |  | Chips & Systems, Inc., Series A                                       |                     | 03/04                     |                |          
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       | Wireless @ 11.71%          |  |                                                                       |                     |                          
|                                       | 4,433,333                   |  | Ethertronics, Inc., Series B                                          |                     | 06/01, 09/02, 07/03,05/04 |                | 6,650,000 
|                                       | 1,316,793                   |  | Ethertronics, Inc., Series C                                          |                     | 05/05, 10/05, 07/06       |                | 1,975,190 
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       |                             |  |                                                                       |                     |                           |                | 8,625,190 
|                                       |                             |  | TOTAL PREFERRED STOCKS (Cost $59,280,780)                             |                     |                           |                | 44,505,371
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       | Notes @  1.98%             |  |                                                                       |                     |                          
|                                       | Enterprise Software  1.91% |  |                                                                       |                     |                          
|$                                      | 1,404,600                   |  | ***Pilot Software Inc., 9.00% Bridge Note, August 2007 & October 2007 |                     | 08/06, 10/06              |                | 1,404,600 
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       | Medical Technology  0.07 % |  |                                                                       |                     |                          
|                                       | $         52,017            |  | Tensys Medical, Inc., Bridge Note, April 2007                         |                     | 07/06                     |                | 52,017    
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       | Semiconductor  0.00 %      |  |                                                                       |                     |                          
|                                       | $    1,441,133              |  | Chips & Systems, Inc., 6% Bridge Note, March 2005 #                   |                     | 11/04, 01/05, 02/05       |                |          
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       |                             |  | TOTAL NOTES (Cost $2,897,750)                                         |                     |                           |                | 1,456,617 
|                                       | Warrants #,@  0.00%        |  |                                                                       |                     |                          
|                                       | Optical  0.00 %            |  |                                                                       |                     |                          
|                                       | 229,410                     |  | NanoOpto Corp. Series C (expiration date 12/09)                       |                     | 12/04                     |                |          
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       | Wireless  0.00%            |  |                                                                       |                     |                          
|                                       | 281,667                     |  | Ethertronics, Inc., Series B (expiration date 09/07)                  |                     | 09/02, 07/03, 08/03       |                |          
|                                       | 214,073                     |  | Ethertronics, Inc., Series C (expiration date 01/09)                  |                     | 05/05, 10/05, 07/06       |                |          
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       |                             |  | TOTAL WARRANTS (Cost $0)                                              |                     |                           |                |          
|                                       |                             |  |                                                                       |                     |                           |                |           
|                                       |                             |  | TOTAL  PRIVATE COMPANIES (Cost $76,610,060)                          |                     |                           |                | 47,084,981

Notes to Financial Statements are an integral part of these Financial Statements.



3



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments January 31, 2007  (continued)



|                                               |  |                                                                                |  |                    |            |                |           
|---------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ------------------ | ---------- | -------------- | ----------
|Principal Amount/Shares/ Percent Owned         |  |                                                                                |  | AcquisitionDate ## |            | Value (Note 1)
|PRIVATE INVESTMENT FUNDS **, #  17.95%        |  |                                                                                |  |                    |           
|0.39%                                          |  | Advanced Technology Ventures VII, LP                                           |  | 08/01-01/07        |            |                | 1,405,816 
|1.58%                                          |  | Burrill Life Sciences Capital Fund                                             |  | 12/02-01/07        |            |                | 1,412,872 
|1.35%                                          |  | CHL Medical Partners II, LP                                                    |  | 01/02-11/06        |            |                | 1,084,130 
|1.04%                                          |  | CMEA Ventures VI, LP                                                           |  | 12/03-11/06        |            |                | 1,347,609 
|0.36%                                          |  | Morgenthaler Partners VII, L.P.                                                |  | 07/01-01/07        |            |                | 1,573,196 
|0.58%                                          |  | Prospect Venture Partners II, LP                                               |  | 06/01-12/06        |            |                | 1,675,341 
|0.98%                                          |  | Sevin Rosen Fund IX, LP                                                        |  | 10/04-12/06        |            |                | 1,183,156 
|2.36%                                          |  | Tallwood II, LP                                                                |  | 12/02-11/06        |            |                | 1,663,112 
|1.70%                                          |  | Valhalla Partners, LP                                                          |  | 10/03-12/06        |            |                | 1,872,112 
|                                               |  |                                                                                |  |                    |            |                |           
|                                               |  | TOTAL  PRIVATE INVESTMENT FUNDS (Cost $14,485,747)                            |  |                    |            |                | 13,217,344
|                                               |  |                                                                                |  |                    |            |                |           
|INVESTMENT COMPANIES  1.42%                   |  |                                                                                |  |                    |           
|1,044,128                                      |  | Dreyfus Government Cash Management Fund Institutional Shares (Cost $1,044,128) |  |                    |            |                | 1,044,128 
|                                               |  |                                                                                |  |                    |            |                |           
|TOTAL INVESTMENTS (Cost $103,941,505)  99.32% |  |                                                                                |  |                    | 73,148,023
|OTHER ASSETS & LIABILITIES (NET)  0.68%       |  |                                                                                |  |                    | 503,954   
|                                               |  |                                                                                |  |                    |            |                |           
|NET ASSETS  100.00%                           |  |                                                                                |  | $                  | 73,651,977
|                                               |  |                                                                                |  |                    |            |                |           

---

|** | Restricted as to public resale. Acquired between June 1, 2001 & January 31, 2007. Total cost of restricted securities at January 31, 2007 aggregated
$91,095,807. Total value of restricted securities owned at January 31, 2007 was $60,302,325 or 81.88% of net assets.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Non-income producing securities.
|- | --------------------------------

|@ | At January 31, 2007 the Company owned 5% or more of the companys outstanding shares thereby making the company an affiliate as defined by the Investment Company Act of
1940, as amended. Total market value of affiliated securities owned at January 31, 2007 was $44,384,982. See Note 5.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | At January 31, 2007 the Company owned 25% or more of the companys outstanding shares thereby making the company a controlled affiliate as defined by the Investment
Company Act of 1940, as amended. Total market value of controlled affiliated securities owned at January 31, 2007 was $20,086,384. See Note 5.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|## | Disclosure is required for restricted securities.
|-- | -------------------------------------------------

Notes
to Financial Statements are an integral part of these Financial Statements.



4



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments at October 31, 2006



|                                  |  |                                                        |  |                                                |  |                |           
|--------------------------------- |  | ------------------------------------------------------ |  | ---------------------------------------------- |  | -------------- | ----------
|Shares/PrincipalAmount            |  |                                                        |  | Acquisition Date##                             |  | Value (Note 1)
|MONEY MARKET INSTRUMENTS  17.71% |  |                                                        |  |                                                | 
|$            1,500,000            |  | Federal Farm Credit Bank Discount Note 5.07%, 11/01/06 |  |                                                |  | $              | 1,500,000 
|6,890,000                         |  | Federal Farm Credit Bank Discount Note 5.09%, 11/13/06 |  |                                                |  |                | 6,878,310 
|2,000,000                         |  | Federal Home Loan Bank Discount Note 5.09%, 11/01/06   |  |                                                |  |                | 2,000,000 
|3,000,000                         |  | Federal Home Loan Bank Discount Note 5.065%, 11/01/06  |  |                                                |  |                | 3,000,000 
|                                  |  |                                                        |  |                                                |  |                |           
|                                  |  | TOTAL MONEY MARKET INSTRUMENTS (Cost $13,378,310)      |  |                                                |  |                | 13,378,310
|                                  |  |                                                        |  |                                                |  |                |           
|PRIVATE COMPANIES **  64.82%     |  |                                                        |  |                                                | 
|Common Stocks #, @ 1.50%         |  |                                                        |  |                                                | 
|Capital Equipment  0.00%         |  |                                                        |  |                                                | 
|157,396                           |  | MIDAS Vision Systems, Inc.                             |  | 03/03                                          |  |                |          
|                                  |  |                                                        |  |                                                |  |                |           
|Enterprise Software  0.00%       |  |                                                        |  |                                                | 
|1,000,000                         |  | ***Cydelity, Inc.                                      |  | 01/04                                          |  |                |          
|                                  |  |                                                        |  |                                                |  |                |           
|Life Sciences  0.00%             |  |                                                        |  |                                                | 
|46,860                            |  | Genoptix, Inc.                                         |  | 07/03                                          |  |                |          
|                                  |  |                                                        |  |                                                |  |                |           
|Optical  1.50%                   |  |                                                        |  |                                                | 
|1,079,541                         |  | OpVista, Inc,.                                         |  | 06/06                                          |  |                | 1,138,542 
|                                  |  |                                                        |  |                                                |  |                |           
|Semiconductor  0.00%             |  |                                                        |  |                                                | 
|40,026                            |  | Silverback Systems, Inc.                               |  | 04/06                                          |  |                |          
|                                  |  |                                                        |  |                                                |  |                |           
|                                  |  | TOTAL COMMON STOCKS (Cost $19,190,611)                 |  |                                                |  |                | 1,138,542 
|                                  |  |                                                        |  |                                                |  |                |           
|Preferred Stocks #  61.39%       |  |                                                        |  |                                                | 
|Capital Equipment @  0.00%       |  |                                                        |  |                                                | 
|933,593                           |  | MIDAS Vision Systems, Inc., Series A-1                 |  | 03/03                                          |  |                |          
|                                  |  |                                                        |  |                                                |  |                |           
|Enterprise Software @  25.82%    |  |                                                        |  |                                                | 
|19,995,000                        |  | ***Cydelity, Inc., Series A                            |  | 01/04                                          |  |                |          
|19,702,277                        |  | ***Cydelity, Inc., Series A-1                          |  | 05/06                                          |  |                | 3,940,456 
|25,535,051                        |  | ***Cydelity, Inc., Series A-2                          |  | 05/06                                          |  |                | 2,500,009 
|7,762,821                         |  | ***LogicLibrary, Inc., Series A                        |  | 01/02, 12/04, 02/05, 08/05,03/06, 08/06, 09/06 |  |                | 3,549,296 
|3,080,464                         |  | ***LogicLibrary, Inc., Series A-1                      |  | 08/03 & 05/04                                  |  |                | 1,408,450 
|46,362,656                        |  | ***Pilot Software Inc., Series A                       |  | 05/02, 04/03, 06/05                            |  |                | 8,110,096 
|                                  |  |                                                        |  |                                                |  |                |           
|                                  |  |                                                        |  |                                                |  |                | 19,508,307
|                                  |  |                                                        |  |                                                |  |                |           
|Life Sciences  7.43%             |  |                                                        |  |                                                | 
|1,999,999                         |  | Archemix Corporation, Series A                         |  | 08/02, 01/03, 11/03                            |  |                | 1,999,999 
|700,000                           |  | Archemix Corporation, Series B                         |  | 03/04, 09/04, 12/05                            |  |                | 700,000   
|942,481                           |  | Genoptix, Inc., Series 1-A @                           |  | 08/04                                          |  |                | 950,822   
|1,403,696                         |  | Genoptix, Inc., Series 1-B @                           |  | 08/04                                          |  |                | 950,822   
|620,580                           |  | Genoptix, Inc., Series 1-C @                           |  | 08/04, 01/05                                   |  |                | 554,178   
|728,413                           |  | Genoptix, Inc., Series 1-D @                           |  | 05/05                                          |  |                | 461,815   
|                                  |  |                                                        |  |                                                |  |                |           
|                                  |  |                                                        |  |                                                |  |                | 5,617,636 
|                                  |  |                                                        |  |                                                |  |                |           
|Medical Technology @  3.21%      |  |                                                        |  |                                                | 
|4,166,667                         |  | Tensys Medical, Inc., Series C                         |  | 03/02                                          |  |                | 1,887,160 
|1,187,500                         |  | Tensys Medical, Inc., Series D                         |  | 05/04                                          |  |                | 537,840   
|                                  |  |                                                        |  |                                                |  |                |           
|                                  |  |                                                        |  |                                                |  |                | 2,425,000 
|                                  |  |                                                        |  |                                                |  |                |           

Notes to Financial Statements are an Integral Part of these Financial Statements.



5



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments October 31, 2006  (continued)



|                                    |  |                                                                        |  |                           |  |               
|----------------------------------- |  | ---------------------------------------------------------------------- |  | ------------------------- |  | --------------
|Shares/PrincipalAmount              |  |                                                                        |  | Acquisition Date##        |  | Value (Note 1)
|PRIVATE COMPANIES **,  (continued) |  |                                                                        |  |                          
|Preferred Stocks #  (continued)    |  |                                                                        |  |                          
|Optical @  11.40%                  |  |                                                                        |  |                          
|956,234                             |  | NanoOpto Corporation, Series A-1                                       |  | 10/01 & 3/02              |  | 840,912       
|3,023,399                           |  | NanoOpto Corporation, Series B                                         |  | 09/03, 11/03,01/04, 07/04 |  | 1,286,155     
|1,682,470                           |  | NanoOpto Corporation, Series C                                         |  | 03/05                     |  | 733,389       
|1,234,263                           |  | NanoOpto Corporation, Series D                                         |  | 05/06                     |  | 382,622       
|5,089,790                           |  | OpVista, Inc., Series AA                                               |  | 06/06, 08/06              |  | 5,367,967     
|                                    |  |                                                                        |  |                           |  |               
|                                    |  |                                                                        |  |                           |  | 8,611,045     
|                                    |  |                                                                        |  |                           |  |               
|Semi-Conductor @  2.12%            |  |                                                                        |  |                          
|7,000,000                           |  | Chips & Systems, Inc., Series A                                        |  | 03/04                     |  |              
|772,503                             |  | Silverback Systems, Inc., Series A-2                                   |  | 04/06                     |  |              
|559,993                             |  | Silverback Systems, Inc., Series B                                     |  | 04/06                     |  | 1,600,000     
|                                    |  |                                                                        |  |                           |  |               
|                                    |  |                                                                        |  |                           |  | 1,600,000     
|                                    |  |                                                                        |  |                           |  |               
|Wireless @  11.41%                 |  |                                                                        |  |                          
|4,433,333                           |  | Ethertronics, Inc., Series B                                           |  | 06/01, 09/02, 07/03,05/04 |  | 6,650,000     
|1,316,793                           |  | Ethertronics, Inc., Series C                                           |  | 05/05, 10/05, 07/06       |  | 1,975,190     
|                                    |  |                                                                        |  |                           |  |               
|                                    |  |                                                                        |  |                           |  | 8,625,190     
|                                    |  |                                                                        |  |                           |  |               
|                                    |  | TOTAL PREFERRED STOCKS (COST $62,048,095)                              |  |                           |  | 46,387,178    
|                                    |  |                                                                        |  |                           |  |               
|Notes@  1.93%                      |  |                                                                        |  |                          
|Enterprise Software  1.86%         |  |                                                                        |  |                          
|$    1,404,600                      |  | ***Pilot Software Inc., 9.00% Bridge Note , August 2007 & October 2007 |  | 08/06, 10/06              |  | 1,404,600     
|                                    |  |                                                                        |  |                           |  |               
|Medical Technology  0.07%          |  |                                                                        |  |                          
|$         52,017                    |  | Tensys Medical, Inc., 8.00% Bridge Note, April 2007                    |  | 07/06                     |  | 52,017        
|                                    |  |                                                                        |  |                           |  |               
|Semi-Conductor  0.00%              |  |                                                                        |  |                          
|$    1,441,133                      |  | Chips & Systems, Inc., 6.00% Bridge Note, March 2005 #                 |  | 11/04, 01/05, 02/05       |  |              
|                                    |  |                                                                        |  |                           |  |               
|                                    |  | TOTAL NOTES (COST $2,897,750)                                          |  |                           |  | 1,456,617     
|                                    |  |                                                                        |  |                           |  |               
|Warrants #, @  0.00%               |  |                                                                        |  |                          
|Optical  0.00%                     |  |                                                                        |  |                          
|229,410                             |  | NanoOpto Corp. Series C (expiration date 12/09)                        |  | 12/04                     |  |              
|Wireless  0.00%                    |  |                                                                        |  |                          
|281,667                             |  | Ethertronics, Inc. Series B (expiration date 09/07)                    |  | 09/02, 07/03, 08/03       |  |              
|214,073                             |  | Ethertronics, Inc. Series C (expiration date 01/09)                    |  | 05/05, 10/05, 07/06       |  |              
|                                    |  |                                                                        |  |                           |  |               
|                                    |  | TOTAL WARRANTS (Cost $0)                                               |  |                           |  |              
|                                    |  |                                                                        |  |                           |  |               
|                                    |  | TOTAL  PRIVATE COMPANIES (Cost $84,136,456)                           |  |                           |  | 48,982,337    
|                                    |  |                                                                        |  |                           |  |               

Notes to Financial Statements are an Integral Part of these Financial Statements



6



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##### Table of Contents

Excelsior Venture Partners III, LLC

Portfolio of Investments October 31, 2006  (continued)



|                                                |  |                                                                                |  |             |            |   |            | 
|----------------------------------------------- |  | ------------------------------------------------------------------------------ |  | ----------- | ---------- | - | ---------- | 
|PercentOwned                                    |  |                                                                                |  |             |            |   |           
|PRIVATE INVESTMENT FUNDS **, #  16.52%         |  |                                                                                |  |             |            |  
|0.39%                                           |  | Advanced Technology Ventures VII, L.P.                                         |  | 08/01-09/06 |            |   | 1,342,895  | 
|1.58%                                           |  | Burrill Life Sciences Capital Fund                                             |  | 12/02-09/06 |            |   | 1,311,766  | 
|1.35%                                           |  | CHL Medical Partners II, L.P.                                                  |  | 01/02-10/06 |            |   | 1,024,130  | 
|1.04%                                           |  | CMEA Ventures VI, L.P.                                                         |  | 12/03-08/06 |            |   | 1,086,085  | 
|0.36%                                           |  | Morgenthaler Partners VII, L.P.                                                |  | 07/01-10/06 |            |   | 1,620,474  | 
|0.58%                                           |  | Prospect Ventures Partners II, L.P.                                            |  | 06/01-10/06 |            |   | 1,801,556  | 
|0.98%                                           |  | Sevin Rosen Fund IX, L.P.                                                      |  | 10/04-09/06 |            |   | 1,151,676  | 
|2.36%                                           |  | Tallwood II, L.P.                                                              |  | 12/02-05/06 |            |   | 1,513,112  | 
|1.70%                                           |  | Valhalla Partners, L.P.                                                        |  | 10/03-06/06 |            |   | 1,632,346  | 
|                                                |  |                                                                                |  |             |            |   |            | 
|                                                |  | TOTAL PRIVATE INVESTMENT FUNDS (Cost $13,780,450)                              |  |             |            |   | 12,484,040 | 
|                                                |  |                                                                                |  |             |            |   |            | 
|                                                |  |                                                                               
|INVESTMENT COMPANIES  1.38%                    |  |                                                                                |  |             |            |  
|1,044,128                                       |  | Dreyfus Government Cash Management Fund Institutional Shares (Cost $1,044,128) |  |             |            |   | 1,044,128  | 
|                                                |  |                                                                                |  |             |            |   |            | 
|TOTAL INVESTMENTS (Cost $112,339,344)  100.43% |  |                                                                                |  |             | 75,888,815 |  
|OTHER ASSETS & LIABILITIES (NET)  (0.43%)      |  |                                                                                |  |             | (326,723   | )
|                                                |  |                                                                                |  |             |            |   |            | 
|NET ASSETS  100.00%                            |  |                                                                                |  | $           | 75,562,092 |  
|                                                |  |                                                                                |  |             |            |   |            | 

---

|** | Restricted as to public resale. Acquired between June 1, 2001 and October 31, 2006. Total cost of restricted securities at October 31, 2006 aggregated $97,916,906.
Total value of restricted securities owned at October 31, 2006 was $61,466,377 or 81.35% of net assets.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Non-income producing securities.
|- | --------------------------------

|@ | At October 31, 2006, the Company owned 5% or more of the companys outstanding voting shares thereby making the company an affiliate as defined by the Investment Company
Act of 1940, as amended. Total value of affiliated securities owned at October 31, 2006 (including investments in controlled affiliates) was $46,282,338. See Note 5.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|*** | At October 31, 2006, the Company owned 25% or more of the companys outstanding voting shares or a controlling interest thereby making the company a controlled affiliate
as defined by the Investment Company Act of 1940. Total value of controlled affiliated securities owned at October 31, 2006 was $20,912,907. See Note 5.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|## | Disclosure is required for restricted securities only.
|-- | ------------------------------------------------------

Notes to Financial Statements are an integral part of these Financial Statements.



7



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##### Table of Contents

Excelsior Venture Partners III, LLC

Statements of Assets and Liabilities



|                                                                                             |  |                             |             |   |                  |   |             |  
|-------------------------------------------------------------------------------------------- |  | --------------------------- | ----------- | - | ---------------- | - | ----------- | -
|                                                                                             |  | January 31, 2007(Unaudited) |             |   | October 31, 2006 |  
|ASSETS:                                                                                      |  |                             |             |   |                  |   |             |  
|Unaffiliated Issuers at value (Cost $30,031,444 and $30,902,887 respectively)                |  | $                           | 28,763,041  |   |                  | $ | 29,606,477  |  
|Controlled Affiliated Issuers at value (Cost $25,190,455 and $24,912,907 respectively)       |  |                             | 20,086,384  |   |                  |   | 20,912,907  |  
|Non Controlled Affiliated Issuers at value (Cost $48,719,606 and $56,523,550 respectively)   |  |                             | 24,298,598  |   |                  |   | 25,369,431  |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|Investments, at value (Cost $103,941,505 and $112,339,344 respectively) (Note 1)             |  |                             | 73,148,023  |   |                  |   | 75,888,815  |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|Cash and cash equivalents                                                                    |  |                             | 1,748       |   |                  |   | 2,934       |  
|Interest receivable                                                                          |  |                             | 57,860      |   |                  |   | 24,939      |  
|Receivable for security sold                                                                 |  |                             | 749,976     |   |                  |   |            |  
|Other receivables                                                                            |  |                             | 1,945       |   |                  |   | 1,945       |  
|Prepaid Insurance                                                                            |  |                             | 21,506      |   |                  |   | 1,378       |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|Total Assets                                                                                 |  |                             | 73,981,058  |   |                  |   | 75,920,011  |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|LIABILITIES:                                                                                 |  |                             |             |   |                  |   |             |  
|Management fees payable (Note 2)                                                             |  |                             | 185,643     |   |                  |   | 190,458     |  
|Professional fees payable                                                                    |  |                             | 41,911      |   |                  |   | 87,000      |  
|Administration fees payable (Note 2)                                                         |  |                             | 58,889      |   |                  |   | 53,961      |  
|Board of Managers fees payable (Note 2)                                                     |  |                             | 30,000      |   |                  |   | 22,000      |  
|Other payables                                                                               |  |                             | 12,638      |   |                  |   | 4,500       |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|Total Liabilities                                                                            |  |                             | 329,081     |   |                  |   | 357,919     |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|NET ASSETS                                                                                   |  | $                           | 73,651,977  |   |                  | $ | 75,562,092  |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|NET ASSETS consist of:                                                                       |  |                             |             |   |                  |   |             |  
|Partners Capital                                                                            |  | $                           | 104,445,458 |   |                  | $ | 112,012,621 |  
|Unrealized depreciation on investments                                                       |  |                             | (30,793,481 | ) |                  |   | (36,450,529 | )
|                                                                                             |  |                             |             |   |                  |   |             |  
|Total Net Assets                                                                             |  | $                           | 73,651,977  |   |                  | $ | 75,562,092  |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|Units of Membership Interest Outstanding (Unlimited Number of no par value units authorized) |  |                             | 295,210     |   |                  |   | 295,210     |  
|                                                                                             |  |                             |             |   |                  |   |             |  
|NET ASSET VALUE PER UNIT                                                                     |  | $                           | 249.49      |   |                  | $ | 255.96      |  
|                                                                                             |  |                             |             |   |                  |   |             |  

Notes to Financial Statements are an integral part of these Financial Statements.



8



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##### Table of Contents

Excelsior Venture Partners III, LLC

Statements of Operations (Unaudited)



|                                                                    |  |                                |            |   |      |   |            |  
|------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                    |  | Three Months Ended January 31, |           
|                                                                    |  | 2007                           |            |   | 2006 |  
|INVESTMENT INCOME:                                                  |  |                                |            |   |      |   |            |  
|Interest income from unaffiliated investments                       |  | $                              | 168,802    |   |      | $ | 286,383    |  
|Interest income from affiliated investments                         |  |                                | 32,912     |   |      |   | 90,363     |  
|Dividend income                                                     |  |                                | 13,435     |   |      |   | 9,623      |  
|                                                                    |  |                                |            |   |      |   |            |  
|Total Investment Income                                             |  |                                | 215,149    |   |      |   | 386,369    |  
|                                                                    |  |                                |            |   |      |   |            |  
|EXPENSES:                                                           |  |                                |            |   |      |   |            |  
|Management fees (Note 2)                                            |  |                                | 185,643    |   |      |   | 465,055    |  
|Administration fees (Note 2)                                        |  |                                | 37,917     |   |      |   | 32,783     |  
|Professional fees                                                   |  |                                | 112,146    |   |      |   | 50,412     |  
|Board of Managers fees (Note 2)                                    |  |                                | 22,000     |   |      |   | 15,123     |  
|Insurance Expense                                                   |  |                                | 7,906      |   |      |   | 11,454     |  
|Custodian fees                                                      |  |                                | 7,500      |   |      |   | 5,527      |  
|Miscellaneous fees                                                  |  |                                | 7,500      |   |      |   | 4,042      |  
|                                                                    |  |                                |            |   |      |   |            |  
|Total Expenses                                                      |  |                                | 380,612    |   |      |   | 584,396    |  
|                                                                    |  |                                |            |   |      |   |            |  
|NET INVESTMENT LOSS                                                 |  |                                | (165,463   | ) |      |   | (198,027   | )
|                                                                    |  |                                |            |   |      |   |            |  
|NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:(Note 1)     |  |                                |            |   |      |   |            |  
|                                                                    |  |                               
|Net realized gain/(loss) on investments in affiliated investments   |  |                                | (7,392,925 | ) |      |   | 15,713     |  
|Net realized loss on investments in unaffiliated investments        |  |                                | (8,775     | ) |      |   |           |  
|Net change in unrealized appreciation (depreciation) on investments |  |                                | 5,657,048  |   |      |   | (913,780   | )
|                                                                    |  |                                |            |   |      |   |            |  
|NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS              |  |                                | (1,744,652 | ) |      |   | (898,067   | )
|                                                                    |  |                                |            |   |      |   |            |  
|NET (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS              |  | $                              | (1,910,115 | ) |      | $ | (1,096,094 | )
|                                                                    |  |                                |            |   |      |   |            |  

Notes to Financial Statements are an integral part of these Financial Statements.



9



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##### Table of Contents

Excelsior Venture Partners III, LLC

Statements of Changes in Net Assets (Unaudited)



|                                                                    |  |                                |            |   |      |   |            |  
|------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                    |  | Three Months Ended January 31, |           
|                                                                    |  | 2007                           |            |   | 2006 |  
|OPERATIONS:                                                         |  |                                |            |   |      |   |            |  
|Net investment loss                                                 |  | $                              | (165,463   | ) |      | $ | (198,027   | )
|                                                                    |  |                               
|Net realized gain/(loss) on investments                             |  |                                | (7,401,700 | ) |      |   | 15,713     |  
|Net change in unrealized appreciation (depreciation) on investments |  |                                | 5,657,048  |   |      |   | (913,780   | )
|                                                                    |  |                                |            |   |      |   |            |  
|Net (decrease) in net assets resulting from operations              |  |                                | (1,910,115 | ) |      |   | (1,096,094 | )
|                                                                    |  |                                |            |   |      |   |            |  
|NET (DECREASE) IN NET ASSETS                                        |  |                                | (1,910,115 | ) |      |   | (1,096,094 | )
|                                                                    |  |                               
|NET ASSETS:                                                         |  |                                |            |   |      |   |            |  
|                                                                    |  |                               
|Beginning of period                                                 |  |                                | 75,562,092 |   |      |   | 93,348,847 |  
|                                                                    |  |                                |            |   |      |   |            |  
|End of period                                                       |  | $                              | 73,651,977 |   |      | $ | 92,252,753 |  
|                                                                    |  |                                |            |   |      |   |            |  

Notes to Financial Statements are an integral part of these Financial Statements.



10



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##### Table of Contents

Excelsior Venture Partners III, LLC

Statements of Cash Flows (Unaudited)



|                                                                                                                          |  |                                |            |   |      |   |            |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ---------- | - | ---- | - | ---------- | -
|                                                                                                                          |  | Three Months Ended January 31, |           
|                                                                                                                          |  | 2007                           |            |   | 2006 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                     |  |                                |            |   |      |   |            |  
|Net (decrease) in net assets resulting from operations                                                                    |  | $                              | (1,910,115 | ) |      | $ | (1,096,094 | )
|Adjustments to reconcile net (decrease) in net assets resulting from operations to net cash used in operating activities: |  |                                |            |   |      |   |            |  
|Net change in unrealized appreciation/(depreciation) on investments                                                       |  |                                | (5,657,048 | ) |      |   | 913,780    |  
|Purchase of investments                                                                                                   |  |                                | (1,960,688 | ) |      |   | (2,805,903 | )
|Proceeds received from the sale of investments and distributions received from private investment funds                   |  |                                | 1,380,088  |   |      |   | 111,681    |  
|Sale of short-term investments  Net                                                                                      |  |                                | 1,576,740  |   |      |   | 2,004,949  |  
|Net realized (gain)/loss on investments                                                                                   |  |                                | 7,401,700  |   |      |   | (15,713    | )
|(Increase) in interest receivable                                                                                         |  |                                | (32,921    | ) |      |   | (88,289    | )
|(Increase)/Decrease in other receivables                                                                                  |  |                                | (749,976   | ) |      |   | 478,014    |  
|Increase in prepaid insurance                                                                                             |  |                                | (20,128    | ) |      |   | (28,244    | )
|(Decrease) in management fees payable                                                                                     |  |                                | (4,815     | ) |      |   | (4,240     | )
|Increase/(Decrease) in Board of Managers fees payable                                                                    |  |                                | 8,000      |   |      |   | (1,374     | )
|Decrease in professional, administration and other expenses payable                                                       |  |                                | (32,023    | ) |      |   | (40,308    | )
|                                                                                                                          |  |                                |            |   |      |   |            |  
|Net cash used in operating activities                                                                                     |  |                                | (1,186     | ) |      |   | (571,741   | )
|                                                                                                                          |  |                               
|Net change in cash                                                                                                        |  |                                | (1,186     | ) |      |   | (571,741   | )
|                                                                                                                          |  |                                |            |   |      |   |            |  
|Cash at beginning of period                                                                                               |  |                                | 2,934      |   |      |   | 574,146    |  
|                                                                                                                          |  |                                |            |   |      |   |            |  
|Cash at end of period                                                                                                     |  | $                              | 1,748      |   |      | $ | 2,405      |  
|                                                                                                                          |  |                                |            |   |      |   |            |  

Notes to Financial Statements are an integral part of these Financial Statements.



11



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##### Table of Contents

Excelsior Venture Partners III, LLC

Financial Highlights (Unaudited)

Per Unit Operating Performance: (1)



|                                                                   |  |                                |        |    |      |   |        |   
|------------------------------------------------------------------ |  | ------------------------------ | ------ | -- | ---- | - | ------ | --
|                                                                   |  | Three Months Ended January 31, |       
|                                                                   |  | 2007                           |        |    | 2006 |  
|NET ASSET VALUE, BEGINNING OF PERIOD                               |  | $                              | 255.96 |    |      | $ | 316.21 |   
|                                                                   |  |                               
|INCOME FROM INVESTMENT OPERATIONS:                                 |  |                                |        |    |      |   |        |   
|Net investment loss                                                |  |                                | (0.56  | )  |      |   | (0.67  | ) 
|Net realized and unrealized gain (loss) on investment transactions |  |                                | (5.91  | )  |      |   | (3.04  | ) 
|                                                                   |  |                                |        |    |      |   |        |   
|Total from investment operations                                   |  |                                | (6.47  | )  |      |   | (3.71  | ) 
|                                                                   |  |                                |        |    |      |   |        |   
|NET ASSET VALUE, END OF PERIOD                                     |  | $                              | 249.49 |    |      | $ | 312.50 |   
|                                                                   |  |                                |        |    |      |   |        |   
|TOTAL NET ASSET VALUE RETURN(3), (4)                               |  |                                | (2.53  | )% |      |   | (1.17  | )%
|                                                                   |  |                               
|RATIOS AND SUPPLEMENTAL DATA (5)                                   |  |                                |        |    |      |   |        |   
|Net assets, end of period (000s)                                  |  | $                              | 73,652 |    |      | $ | 92,253 |   
|Ratios to average net assets: (2)                                  |  |                                |        |    |      |   |        |   
|Net expenses                                                       |  |                                | 2.04   | %  |      |   | 2.52   | % 
|Net investment loss                                                |  |                                | (0.89  | )% |      |   | (0.85  | )%
|Portfolio Turnover Rate (3)                                        |  |                                | 2.27   | %  |      |   | 0.15   | % 

---

|(1) | Selected data for a unit of membership interest outstanding through each period.
|--- | --------------------------------------------------------------------------------

|(2) | Annualized.
|--- | -----------

|(3) | Not annualized.
|--- | ---------------

|(4) | Total net asset value return based on per unit net asset value reflects the effects of changes in net asset value based on the performance of the Company during the period, and
assumes dividends and distributions, if any, were reinvested. The Companys units were issued in a private placement and are not traded. Therefore the market value total investment return is not calculated.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Income and expense ratios do not reflect the Companys proportionate share of net investment income (loss) and expenses, including any performance-based fees, of the Private
Investment Funds.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Notes to Financial Statements are an integral part of these Financial Statements.



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EXCELSIOR VENTURE PARTNERS III, LLC

NOTES TO FINANCIAL STATEMENTS

January 31, 2007 (Unaudited)

Note
1  Significant Accounting Policies

Excelsior Venture Partners III, LLC (the Company) is a non-diversified,
closed-end management investment company which has elected to be treated as a business development company or BDC under the Investment Company Act of 1940, as amended. The Company was established as a Delaware limited liability company
on February 18, 2000. The Company commenced operations on April 5, 2001. The duration of the Company is ten years (subject to two 2-year extensions) from the final subscription closing which occurred on May 11, 2001, at which time the
affairs of the Company will be wound up and its assets distributed pro rata to members as soon as is practicable.

As a BDC, the Company
must be primarily engaged in the business of furnishing capital and making available managerial assistance to companies that generally do not have ready access to capital through conventional financial channels. The Companys investment
objective is to achieve long-term capital appreciation primarily by investing in domestic venture capital and other private companies and, to a lesser extent, domestic and international private funds, negotiated private investments in public
companies and international direct investments that the Investment Adviser (as defined below) believes offer significant long-term capital appreciation potential. Venture capital and private investment companies are companies in which the equity is
closely held by company founders, management and/or a limited number of institutional investors. The Company does not have the right to demand that such equity securities be registered.

Costs incurred in connection with the initial offering of units totaled $1,468,218. Each members pro rata share of these costs was deducted from
his, her or its initial capital contribution.

The following is a summary of the Companys significant accounting policies. Such
policies are in conformity with generally accepted accounting principles for investment companies and are consistently followed in the preparation of the financial statements. Generally accepted accounting principles in the United States require
management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from these estimates.

The interim financial data as of January 31, 2007 and for the three months ended January 31, 2007 and January 31, 2006 is unaudited;
however, in the opinion of the Company, the interim data includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim periods.

A. Investment Valuation:

The Company values portfolio securities quarterly and at such other times as, in the Companys Board of Managers (the Board or Board of Managers or Managers) view, circumstances warrant.
Securities for which market quotations are readily available generally will be valued at the last sale price on the date of valuation or, if no sale occurred, at the mean of the latest bid and ask prices; provided that, as to such securities that
may have legal, contractual or practical restrictions on transfer, a discount of 10% to 40% from the public market price will be applied. Securities for which no public market exists and other assets will be valued at fair value as determined in
good faith by the Investment Adviser or a committee of the Board of Managers or both under the supervision of the Board of Managers pursuant to certain valuation procedures summarized below. Securities having remaining maturities of 60 days or less
from the date of purchase are valued at amortized cost.

The value for securities for which no public market exists is
difficult to determine. Generally, such investments will be valued on a going concern basis without giving effect to any disposition costs. There is a range of values that is reasonable for such investments at any particular time.
Initially, direct investments are valued based upon their original cost until developments provide a sufficient basis for use of a valuation other than cost.



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Upon the occurrence of developments providing a sufficient basis for a change in valuation, direct investments will be valued by the private
market or appraisal methods of valuation. The private market method shall only be used with respect to reliable third party transactions by sophisticated, independent investors. The appraisal method shall be based upon such factors
affecting the investee company such as earnings, net worth, reliable private sale prices of the investee companys securities, the market prices for similar securities of comparable companies, an assessment of the investee companys future
prospects or, if appropriate, liquidation value. The values for the investments referred to in this paragraph will be estimated regularly by the Investment Adviser or a committee of the Board under the supervision of the Board of Managers and, in
any event, not less frequently than quarterly. However, there can be no assurance that such value will represent the return that might ultimately be realized by the Company from the investments.

The valuation of the Companys Private Investment Funds is based upon its pro-rata share of the value of the net assets of the
Private Investment Fund as determined by such Private Investment Fund, in accordance with its partnership agreement, constitutional or other documents governing such valuation, on the valuation date. If such valuation with respect to the
Companys investments in Private Investment Funds is not available by reason of timing or other event on the valuation date, or is deemed to be unreliable by the Investment Adviser, the Investment Adviser, under supervision of the Board of
Managers, shall determine such value based on its judgment of fair value on the appropriate date, less applicable charges, if any.

At January 31, 2007 and October 31, 2006, market quotations were not readily available for securities valued at $60,302,325 or 81.88% of net assets and $61,466,377 or 81.35% of net assets, respectively. Such securities were valued
by the Investment Adviser, under the supervision of the Board of Managers. Because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for the
securities existed, and the differences could be material.

B. Security transactions and investment income:

Security transactions are recorded on a trade date basis. Realized gains and losses on investments sold are recorded on the basis of
identified cost. Interest income, adjusted for amortization of premiums and discounts on fixed income investments, is earned from settlement date and is recorded on the accrual basis. Dividend income is recorded on the ex-dividend date.

C. Income taxes:

Under current law and based on certain assumptions and representations, the Company intends to be treated as a partnership for federal, state and local income tax purposes. By reason of this treatment, the Company will itself not be subject
to income tax. Rather, each member, in computing income tax, will include his, her or its allocable share of Company items of income, gain, loss, deduction and expense.

The cost of the Private Investment Funds for federal tax purposes is based on amounts reported to the Company on Schedule K-1 from the
Private Investment Funds. As of January 31, 2007 and October 31, 2006, the Company had not received information to determine the tax cost of the Private Investment Funds as of those dates. The cost basis for federal tax purposes of the
Companys other investments at January 31, 2007 was $89,455,758 and those investments had net depreciation on a tax basis at January 31, 2007 of $59,930,679, consisting of gross appreciation of $0 and gross depreciation of
$29,525,079. The cost basis for federal tax purposes of the Companys other investments at October 31, 2006 was $98,558,894 and those investments had net depreciation on a tax basis at October 31, 2006 of $35,154,119 consisting of
gross appreciation of $0 and gross depreciation of $35,154,119.



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Note 2  Investment Advisory Fee, Administration Fee and Related Party Transactions

UST Advisers, Inc. (USTA) which has its principal offices at 225 High Ridge Road,
Stamford, Connecticut 06905, is a Delaware corporation and registered investment adviser (the Investment Adviser). The Investment Adviser is a wholly-owned subsidiary of United States Trust Company, National Association
(USTC-NA). USTC-NA is a wholly-owned subsidiary of U.S. Trust Corporation (U.S. Trust), a registered bank holding company, which has its principal offices at 114 West 47thStreet, New York, New York 10036-1532, and which is, in turn, a wholly-owned subsidiary of The Charles Schwab Corporation (Schwab), which has its
principal offices at 120 Kearney Street, San Francisco, California 94108.

Prior to December 16, 2005, U.S. Trust Company, N.A., on
behalf of its Asset Management Division served as the investment adviser to the Company (the former Investment Adviser) pursuant to an Investment Advisory Agreement (the Agreement). Effective December 16, 2005, USTA
assumed the duties of the former Investment Adviser.

Under the Agreement for the services provided, the Investment Adviser is entitled to
receive a management fee at an annual rate equal to 2.00% of the Companys end of the quarter net assets through the fifth anniversary of the first closing date of April 5, 2001, and 1.00% of net assets thereafter. Prior to
December 16, 2005 and pursuant to a sub-advisory agreement (the Sub-Advisory Agreement) among the Company, the former Investment Adviser, and United States Trust Company of New York (U.S. Trust NY), U.S. Trust NY served
as the investment sub-adviser (the Investment Sub-Adviser) to the Company and received an investment management fee from the former Investment Adviser and Investment Adviser. As of January 31, 2007 and October 31, 2006,
$185,643 and $190,458 were incurred and payable to the Investment Adviser and former Investment Adviser, respectively.

Prior to
March 31, 2006, USTA was a wholly owned subsidiary of U.S. Trust Company, N.A. (UST-NA) and UST-NA and U.S. Trust NY were wholly-owned subsidiaries of U.S. Trust. Effective March 31, 2006, U.S. Trust NY converted into a
national bank named United States Trust Company, National Association (USTC-NA) and UST-NA merged into USTC-NA. USTC-NA is the surviving entity and remains a wholly-owned subsidiary of U.S. Trust

In addition to the management fee, the Investment Adviser is entitled to allocations and distributions equal to the Incentive Carried Interest. The
Incentive Carried Interest is an amount equal to 20% of the excess, if any, of the Companys cumulative realized capital gains on Direct Investments, over the sum of (a) cumulative realized capital losses on investments of any type
(b) cumulative gross unrealized capital depreciation on investments of any type (c) cumulative net expenses. Direct Investments means Company investments in domestic and foreign companies in which the equity is closely held by company
founders, management, and/or a limited number of institutional investors and negotiated private investments in public companies. As of January 31, 2007 and January 31, 2006, there was no Incentive Carried Interest earned by the Investment
Adviser.

Pursuant to an Administration, Accounting and Investor Services Agreement, the Company retains PFPC Inc. (PFPC), a
majority-owned subsidiary of The PNC Financial Services Group, as administrator, accounting and investor services agent. In addition, PFPC Trust Company serves as the Companys custodian. In consideration for its services, the Company
(i) pays PFPC a variable fee between 0.105% and 0.07%, based on average quarterly net assets, payable monthly, subject to a minimum quarterly fee of approximately $30,000, (ii) pays annual fees of approximately $36,667 for taxation
services and (iii) reimburses PFPC for out-of-pocket expenses.

Charles Schwab & Co., Inc. (the Distributor), the
principal subsidiary of Schwab, serves as the Companys distributor for the offering of units. The Investment Adviser paid the Distributor from its own assets an amount equal to 0.02% of the total of all subscriptions received in the offering.
The Investment Adviser or an affiliate will pay the Distributor an on-going fee for the sale of units and the provision of ongoing investor services in an amount equal to the annual rate of 0.45% of the average quarterly net asset value of all
outstanding units held by investors introduced to the Company by the Distributor through the fifth anniversary of the final subscription closing date and at the annual rate of 0.22% thereafter, subject to elimination upon all such fees totaling 6.5%
of the gross proceeds received by the Company from the offering.

Each member of the Board of Managers receives a $10,000 annual retainer
and the Chairman of the Board receives an additional $1,000 annual retainer. Also, each member of the Board will receive $2,000 per quarterly meeting attended. In addition, each Board member will receive $500 per quarterly telephonic meeting and
$500 for any telephonic special meeting.



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For each audit committee meeting attended, Board members will receive $1,500, while the Chairman of the Audit Committee will receive an additional $1,000
retainer. Each member of the Board is reimbursed for expenses incurred for attending meetings. No person who is an officer, manager or employee of U.S. Trust, or its subsidiaries, who serves as an officer, manager or employee of the Company receives
any compensation from the Company.

As of January 31, 2007 and October 31, 2006, Excelsior Venture Investors III, LLC had an
investment in the Company of $46,756,693 and $47,969,297, respectively. This represents an ownership interest of 63.48% in the Company as of both dates.

On November 23, 2004, the Company engaged Deloitte & Touche LLP (D&T) as the Companys Independent Registered Public Accounting Firm for the fiscal year ended October 31, 2004,
replacing Ernst & Young LLP (E&Y), the Companys prior independent public accountants. E&Y was terminated by the Company on October 28, 2004 as a result of concerns regarding its independence at the time of
issuance of its report on the Companys October 31, 2003 financial statements. These concerns are the result of certain real estate consulting services performed by E&Y on a contingent fee basis for Charles Schwab & Co., Inc.,
an affiliate of the Companys Investment Adviser.

On January 29, 2007 the Board received a letter from D&T indicating that
D&T will no longer serve as the Companys Independent Registered Public Accounting Firm. On January 29, 2007 the Company engaged PricewaterhouseCoopers LLP as the Companys Independent Registered Public Accounting Firm for the
fiscal year ending October 31. 2007, replacing the Companys prior Independent Registered Public Accounting Firm. This action was taken pursuant to resolutions of the Board, including the Managers who are not interested persons
as defined in Section 2(a) (19) of the 1940 Act, acting on the recommendation of its Audit Committee.

On December 16, 2004,
Schwab entered into an agreement with the Company and other funds managed by the former Investment Adviser whereby Schwab has funded a reserve account to be held by the Investment Adviser or its affiliate. This reserve account was established so
that the Company and other funds managed by the Investment Adviser will be able to draw upon it to pay in full all costs incurred related to the termination of E&Y. This agreement was executed in order to ensure that these costs related to the
termination of E&Y are not borne by the Company, the other funds managed by the Investment Adviser or their respective shareholders. Schwab is an affiliate of the Companys Investment Adviser. In consideration of the funding of the reserve
account, the Company and the other funds managed by the Investment Adviser subrogated all of their claims, causes of action and rights against E&Y for payment of these expenses to Schwab.

On November 20, 2006, Schwab announced an agreement to sell U.S. Trust, a wholly-owned subsidiary of Schwab, to the Bank of America Corporation (the
Sale). The Sale of U.S. Trust includes all of U.S. Trusts subsidiaries, including UST Advisers, Inc., the Companys Investment Adviser. The Sale is subject to Federal Reserve Board and other regulatory approvals.

USTA will continue to serve as the investment adviser to the Company after the Sale, although U.S. Trust N.Y. will cease to serve as the Investment
Sub-Adviser. However, due to the change in ownership of USTA and U.S. Trust N.Y., the Sale may have the effect of terminating the existing investment advisory agreement between the Company and USTA. Accordingly, it is anticipated that the Company
will enter into a new investment advisory agreement with USTA upon consummation of the Sale (collectively, the New Advisory Agreement). The Board of Managers approved the New Advisory Agreement at its special meeting held on
January 11, 2007. The proposed New Advisory Agreement was submitted to the members of the Company for approval and a proxy statement providing further details with respect to the Sale and the proposed New Advisory Agreement was mailed to the
members of the Company on or about February 8, 2007. At a special meeting held on March 15, 2007, the members of the Company approved the New Advisory Agreement and reelected the current members of the Board of Managers.



16



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Note 3  Purchases and Sales of Securities

Excluding short-term investments, the Companys purchases and sales of securities for the three month periods ended January 31, 2007, and
January 31, 2006 were as follows:



|                                      |  |               |  |             
|------------------------------------- |  | ------------- |  | ------------
|Three Month Periods Ended January 31, |  | Purchases ($) |  | Proceeds ($)
|2007                                  |  | 1,960,688     |  | 1,380,088   
|2006                                  |  | 2,805,903     |  | 111,681     

Note 4  Commitments

As of January 31, 2007, the Company had outstanding investment commitments totaling $9,033,781.

Note 5  Transactions with Affiliated Companies

An affiliated company is a company in which the Company has ownership of more than 5% of the voting securities. The Company did not receive dividends from affiliated companies during the period ended January 31,
2007 and the year ended October 31, 2006. Transactions with companies, which are or were affiliates, were as follows:



|                                                 |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           
|------------------------------------------------ |  | ---------------------------------------------- |  | --------------------- | ---------- | --------------------------------- | - | ------------------------------------------- |  | - | ---------------- | - | ------------------- | - | - | ---------------------------------------------- | - | ------------------------------- | - |  | ---------- |  | - | ----------
|                                                 |  |                                                |  |                       |            |                                   |   | For the Three Months Ended January 31, 2007 |  |  
|Name of Investment                               |  | Shares/PrincipalAmount Held atOctober 31, 2006 |  | October 31,2006 Value |            | Purchases /ConversionAcquisitions |   | Sales /ConversionProceeds                   |  |   | InterestReceived |   | RealizedGain (Loss) |   |   | Shares/PrincipalAmount Held atJanuary 31, 2007 |   | January 31, 2007 Value (Note 1)
|Controlled Affiliates                            |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           
|Pilot Software Inc., Series A Preferred          |  | 46,362,656                                     |  | $                     | 8,110,096  |                                   | $ |                                            |  | $ |                 |   |                     | $ |  |                                                | $ |                                |   |  | 46,362,656 |  | $ | 11,846,490
|Pilot Software Inc., Bridge Note, 9%             |  | 1,404,600                                      |  |                       | 1,404,600  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,404,600  |  |   | 1,404,600 
|LogicLibrary, Inc., Series A Preferred           |  | 7,762,821                                      |  |                       | 3,549,296  |                                   |   | 277,548                                     |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 8,369,880  |  |   | 3,826,844 
|LogicLibrary, Inc., Series A-1 Preferred         |  | 3,080,464                                      |  |                       | 1,408,450  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 3,080,464  |  |   | 1,408,450 
|Cydelity Inc. Series A Preferred                 |  | 19,995,000                                     |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 19,995,000 |  |   |          
|Cydelity Inc. Series A-1 Preferred               |  | 19,702,277                                     |  |                       | 3,940,456  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 19,702,277 |  |   |          
|Cydelity Inc. Series A-2 Preferred               |  | 25,535,051                                     |  |                       | 2,500,009  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 25,535,051 |  |   | 1,600,000 
|Cydelity Inc., Common Stock                      |  | 1,000,000                                      |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,000,000  |  |   |          
|                                                 |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           
|Total Controlled Affiliates                      |  |                                                |  | $                     | 20,912,907 |                                   | $ | 277,548                                     |  | $ |                 |   |                     | $ | 0 |                                                | $ |                                |   |  |            |  | $ | 20,086,384
|                                                 |  |                                                |  |                       |            |                                   |   |                                            
|Non-Controlled Affiliates                        |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           
|Chips & Systems, Inc., Series A Preferred        |  | 7,000,000                                      |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 7,000,000  |  |   |          
|Chips & Systems, Inc. Bridge Note                |  | 1,441,133                                      |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,441,133  |  |   |          
|Ethertronics, Inc., Series B Preferred           |  | 4,433,333                                      |  |                       | 6,650,000  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 4,433,333  |  |   | 6,650,000 
|Ethertronics, Inc., Series B Warrants            |  | 281,667                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 281,667    |  |   |          
|Ethertronics, Inc., Series C Warrants            |  | 214,073                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 214,073    |  |   |          
|Ethertronics, Inc., Series C Preferred           |  | 1,316,793                                      |  |                       | 1,975,190  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,316,793  |  |   | 1,975,190 
|Genoptix, Inc., Series 1-A Preferred             |  | 942,481                                        |  |                       | 950,822    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 942,481    |  |   | 950,822   
|Genoptix, Inc., Series 1-B Preferred             |  | 1,403,696                                      |  |                       | 950,822    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,403,696  |  |   | 950,822   
|Genoptix, Inc., Common Stock                     |  | 46,860                                         |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 46,860     |  |   |          
|Genoptix, Inc., Series 1-C Preferred             |  | 620,580                                        |  |                       | 554,178    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 620,580    |  |   | 554,178   
|Genoptix, Inc., Series 1-D Preferred             |  | 728,413                                        |  |                       | 461,815    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 728,413    |  |   | 461,815   
|MIDAS Vision Systems, Inc., Series A-1 Preferred |  | 933,593                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 933,593    |  |   |          
|MIDAS Vision Systems, Inc., Common Stock         |  | 157,396                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 157,396    |  |   |          
|NanoOpto Corp., Series A-1 Preferred             |  | 956,234                                        |  |                       | 840,912    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 956,234    |  |   | 840,912   
|NanoOpto Corp., Series B Preferred               |  | 3,023,399                                      |  |                       | 1,286,155  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 3,023,399  |  |   | 1,286,155 
|NanoOpto Corp., Series C Preferred               |  | 1,682,470                                      |  |                       | 733,389    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,682,470  |  |   | 733,389   
|NanoOpto Corp., Series C Warrants                |  | 229,410                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 229,410    |  |   |          
|NanoOpto Corp., Series D Preferred               |  | 1,234,263                                      |  |                       | 382,622    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,234,263  |  |   | 382,622   
|OpVista, Inc., Series AA Preferred               |  | 5,089,790                                      |  |                       | 5,367,967  |                                   |   | 526,227                                     |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 5,683,906  |  |   | 5,912,683 
|OpVista, Inc., Common Stock                      |  | 1,079,541                                      |  |                       | 1,138,542  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,079,541  |  |   | 1,122,993 
|Silverback Systems, Inc., Common                 |  | 40,026                                         |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   | (4,759,081                      | ) |  |           |  |   |          
|Silverback Systems, Inc., Series B               |  | 559,993                                        |  |                       | 1,600,000  |                                   |   |                                            |  |   | (1,600,000       | ) |                     |   |  |                                                |   | (750,805                        | ) |  |           |  |   |          
|Silverback Systems, Inc., Series A-2 Preferred   |  | 772,503                                        |  |                       |           |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   | (2,070,310                      | ) |  |           |  |   |          
|Tensys Medical, Inc., Bridge Note                |  | 52,017                                         |  |                       | 52,017     |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 52,017     |  |   | 52,017    
|Tensys Medical, Inc., Series C Preferred         |  | 4,166,667                                      |  |                       | 1,887,160  |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 4,166,667  |  |   | 1,887,160 
|Tensys Medical, Inc., Series D Preferred         |  | 1,187,500                                      |  |                       | 537,840    |                                   |   |                                            |  |   |                 |   |                     |   |  |                                                |   |                                |   |  | 1,187,500  |  |   | 537,840   
|                                                 |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           
|Total Non -Controlled Affiliates                 |  |                                                |  | $                     | 25,369,431 |                                   | $ | 526,227                                     |  | $ | (1,600,000       | ) |                     | $ | 0 |                                                | $ | (7,580,196                      | ) |  |            |  | $ | 36,708,468
|                                                 |  |                                                |  |                       |            |                                   |   |                                             |  |   |                  |   |                     |   |   |                                                |   |                                 |   |  |            |  |   |           



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|                                                 |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           
|------------------------------------------------ |  | --------------------------------------------- |  | --------------------- | ---------- | --------------------------------- | - | ----------------------------------- |  | - | ---------------- | - | ------------------- | - | ------ | --------------------------------------------- | - | ------------------------------ | - |  | ---------- |  | - | ----------
|                                                 |  |                                               |  |                       |            |                                   |   | For the Year Ended October 31, 2006 |  |  
|Name of Investment                               |  | Shares/PrincipalAmount Held atOctober 31,2005 |  | October 31,2005 Value |            | Purchases /ConversionAcquisitions |   | Sales /ConversionProceeds           |  |   | InterestReceived |   | RealizedGain (Loss) |   |        | Shares/PrincipalAmount Held atOctober 31,2006 |   | October 31, 2006Value (Note 1)
|Controlled Affiliates                            |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           
|Pilot Software Inc., Series A Preferred          |  | 46,362,656                                    |  | $                     | 8,110,096  |                                   | $ |                                    |  | $ |                 |   |                     | $ |       |                                               | $ |                               |   |  | 46,362,656 |  | $ | 8,110,096 
|Pilot Software Inc., Bridge Note, 9%             |  |                                              |  |                       |           |                                   |   | 1,404,600                           |  |   |                 |   |                     |   | 19,484 |                                               |   |                               |   |  | 1,404,600  |  |   | 1,404,600 
|LogicLibrary, Inc., Series A Preferred           |  | 6,530,581                                     |  |                       | 2,985,916  |                                   |   | 563,380                             |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 7,762,821  |  |   | 3,549,296 
|LogicLibrary, Inc., Series A-1 Preferred         |  | 3,080,464                                     |  |                       | 1,408,450  |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 3,080,464  |  |   | 1,408,450 
|Cydelity Inc. Series A Preferred                 |  | 19,995,000                                    |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 19,995,000 |  |   |          
|Cydelity Inc. Series A-1 Preferred               |  |                                              |  |                       |           |                                   |   | 3,940,456                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 19,702,277 |  |   | 3,940,456 
|Cydelity Inc. Series A-2 Preferred               |  |                                              |  |                       |           |                                   |   | 2,500,009                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 25,535,051 |  |   | 2,500,009 
|Cydelity Inc. Common Stock                       |  | 1,000,000                                     |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,000,000  |  |   |          
|Cydelity Inc. Series A Warrants                  |  | 7,500,000                                     |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|Cydelity Inc., Bridge Note, 8%                   |  | 3,000,000                                     |  |                       | 3,000,000  |                                   |   | 700,000                             |  |   | (3,700,000       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|                                                 |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           
|Total Controlled Affiliates                      |  |                                               |  | $                     | 15,504,462 |                                   | $ | 9,108,445                           |  | $ | (3,700,000       | ) |                     | $ | 19,484 |                                               | $ |                               |   |  |            |  | $ | 20,912,907
|                                                 |  |                                               |  |                       |            |                                   |   |                                    
|Non-Controlled Affiliates                        |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           
|Chips & Systems, Inc., Series A Preferred        |  | 7,000,000                                     |  | $                     |           |                                   | $ |                                    |  | $ |                 |   |                     |   |       |                                               | $ |                               |   |  | 7,000,000  |  | $ |          
|Chips & Systems, Inc. Bridge Note                |  | 1,441,133                                     |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,441,133  |  |   |          
|Ethertronics, Inc., Series B Preferred           |  | 4,433,333                                     |  |                       | 6,650,000  |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 4,433,333  |  |   | 6,650,000 
|Ethertronics, Inc., Series B Warrants            |  | 281,667                                       |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 281,667    |  |   |          
|Ethertronics, Inc., Series C Warrants            |  | 163,580                                       |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 214,073    |  |   |          
|Ethertronics, Inc., Bridge Note                  |  |                                              |  |                       |           |                                   |   | 500,000                             |  |   | (500,000         | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|Ethertronics, Inc., Series C Preferred           |  | 980,172                                       |  |                       | 1,470,258  |                                   |   | 504,932                             |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,316,793  |  |   | 1,975,190 
|Genoptix, Inc., Series 1-A Preferred             |  | 942,481                                       |  |                       | 950,822    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 942,481    |  |   | 950,822   
|Genoptix, Inc., Series 1-B Preferred             |  | 1,403,696                                     |  |                       | 950,822    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,403,696  |  |   | 950,822   
|Genoptix, Inc., Common Stock                     |  | 46,860                                        |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 46,860     |  |   |          
|Genoptix, Inc., Series 1-C Preferred             |  | 620,580                                       |  |                       | 554,178    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 620,580    |  |   | 554,178   
|Genoptix, Inc., Series 1-D Preferred             |  | 728,413                                       |  |                       | 461,815    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 728,413    |  |   | 461,815   
|LightConnect, Inc., Series B Preferred           |  | 4,330,504                                     |  |                       | 5,000,000  |                                   |   |                                    |  |   | (5,000,000       | ) |                     |   |       |                                               |   | (3,771,140                     | ) |  |           |  |   |          
|LightConnect, Inc., Series C Preferred           |  | 12,292,441                                    |  |                       | 992,000    |                                   |   |                                    |  |   | (992,000         | ) |                     |   |       |                                               |   | (748,194                       | ) |  |           |  |   |          
|MIDAS Vision Systems, Inc., Series A-1 Preferred |  | 933,593                                       |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 933,593    |  |   |          
|MIDAS Vision Systems, Inc., Common Stock         |  | 157,396                                       |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 157,396    |  |   |          
|NanoOpto Corp., Series A-1 Preferred             |  | 956,234                                       |  |                       | 1,116,350  |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 956,234    |  |   | 840,912   
|NanoOpto Corp., Series B Preferred               |  | 3,023,399                                     |  |                       | 1,286,155  |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 3,023,399  |  |   | 1,286,155 
|NanoOpto Corp., Series C Preferred               |  | 1,682,470                                     |  |                       | 733,389    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,682,470  |  |   | 733,389   
|NanoOpto Corp., Series C Warrants                |  | 229,410                                       |  |                       |           |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 229,410    |  |   |          
|NanoOpto Corp., Series D Preferred               |  |                                              |  |                       |           |                                   |   | 382,622                             |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,234,263  |  |   | 382,622   
|OpVista, Inc., Series AA Preferred               |  |                                              |  |                       |           |                                   |   | 4,508,179                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 5,089,790  |  |   | 5,367,967 
|OpVista, Inc., Series B Preferred                |  | 5,333,333                                     |  |                       |           |                                   |   |                                    |  |   | (4,000,000       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|OpVista, Inc., Series C Preferred                |  | 12,671,059                                    |  |                       | 5,000,000  |                                   |   |                                    |  |   | (2,500,000       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|OpVista, Inc., Series D Preferred                |  | 10,368,483                                    |  |                       | 1,058,000  |                                   |   | 1,058,000                           |  |   | (1,058,000       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|OpVista, Inc., Series E Preferred                |  | 15,935,224                                    |  |                       | 1,626,030  |                                   |   | 1,626,030                           |  |   | (1,626,031       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|OpVista, Inc., Common Stock                      |  |                                              |  |                       |           |                                   |   | 9,184,031                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,079,541  |  |   | 1,138,542 
|OpVista, Inc., 8% Bridge Note                    |  |                                              |  |                       |           |                                   |   | 1,727,599                           |  |   | (1,727,599       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|OpVista, Inc., Warrants                          |  |                                              |  |                       |           |                                   |   | 8,681                               |  |   | (8,681           | ) |                     |   |       |                                               |   | (8,681                         | ) |  |           |  |   |          
|Silverback Systems, Inc., Common                 |  |                                              |  |                       |           |                                   |   | 4,759,081                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 40,026     |  |   |          
|Silverback Systems, Inc., Series B               |  |                                              |  |                       |           |                                   |   | 1,500,781                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 559,993    |  |   | 1,600,000 
|Silverback Systems, Inc., Series A-2 Preferred   |  |                                              |  |                       |           |                                   |   | 2,070,310                           |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 772,503    |  |   |          
|Silverback Systems, Inc., Series B-1 Preferred   |  | 2,211,898                                     |  |                       | 1,415,615  |                                   |   |                                    |  |   | (1,415,615       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|Silverback Systems, Inc., Series C Preferred     |  | 34,364,257                                    |  |                       | 3,333,333  |                                   |   |                                    |  |   | (3,343,467       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|Silverback Systems, Inc., 5% Bridge Notes        |  | 1,969,206                                     |  |                       | 1,969,206  |                                   |   | 300,000                             |  |   | (2,269,206       | ) |                     |   |       |                                               |   |                               |   |  |           |  |   |          
|Silverback Systems, Inc., Series C Warrant       |  | 4,173,033                                     |  |                       | 196        |                                   |   |                                    |  |   | (196             | ) |                     |   |       |                                               |   | (195                           | ) |  |           |  |   |          
|Tensys Medical, Inc., Bridge Note                |  |                                              |  |                       |           |                                   |   | 52,017                              |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 52,017     |  |   | 52,017    
|Tensys Medical, Inc., Series C Preferred         |  | 4,166,667                                     |  |                       | 1,887,160  |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 4,166,667  |  |   | 1,887,160 
|Tensys Medical, Inc., Series D Preferred         |  | 1,187,500                                     |  |                       | 537,840    |                                   |   |                                    |  |   |                 |   |                     |   |       |                                               |   |                               |   |  | 1,187,500  |  |   | 537,840   
|                                                 |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           
|Total Non -Controlled Affiliates                 |  |                                               |  | $                     | 36,993,169 |                                   | $ | 28,182,263                          |  | $ | (24,440,795      | ) |                     | $ | 0      |                                               | $ | (4,528,210                     | ) |  |            |  | $ | 25,369,431
|                                                 |  |                                               |  |                       |            |                                   |   |                                     |  |   |                  |   |                     |   |        |                                               |   |                                |   |  |            |  |   |           



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Note 6  Pending Litigation

The former Investment Adviser was contacted in September 2003 by the Office of the New York State Attorney General (the NYAG), and the
Securities and Exchange Commission (the SEC) in connection with their investigations of practices in the mutual fund industry identified as market timing and late trading of mutual fund shares (the
Investigations). The former Investment Adviser has cooperated with respect to these Investigations. As disclosed previously, these investigations focused on circumstances in which a small number of parties were permitted to engage in
short-term trading of shares of certain mutual funds managed by the former Investment Adviser. The short-term trading activities permitted under these arrangements have been terminated and the former Investment Adviser has strengthened its policies
and procedures to deter frequent trading.

The former Investment Adviser, certain of its affiliates and others have also been named in four
class action lawsuits and derivative actions which allege that the former Investment Adviser, certain of its affiliates and others allowed certain parties to engage in illegal and improper mutual fund trading practices, which allegedly caused
financial injury to the shareholders of certain mutual funds managed by the former Investment Adviser. Each seeks unspecified monetary damages and related equitable relief.

The class and derivative actions described above were transferred to the United States District Court for the District of Maryland for coordinated and
consolidated pre-trial proceedings. In November 2005, the Maryland court dismissed many of the plaintiffs claims in both the class action and derivative lawsuits. Several affiliates of the former Investment Adviser and individual defendants
have also been dismissed. Plaintiffs claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and under Section 36(b) and 48(a) of the Investment Company Act of 1940, as amended, however, have not been
dismissed. Discovery has commenced with respect to plaintiffs remaining claims.

While the ultimate outcome of these matters cannot
be predicted with any certainty at this time, based on currently available information and consultation with counsel, the Investment Adviser believes that the pending Investigations and private lawsuits are not likely to materially affect the
Investment Advisers ability to provide investment management services to the Company. Neither the Investment Adviser nor the Company are a subject of the Investigations nor a party to the lawsuits described above.

Note 7  Guarantees

In the normal
course of business, the Company enters into contracts that provide general indemnifications. The Companys maximum exposure under these agreements is dependent on future claims that may be made against the Company, and therefore cannot be
established; however, based on experience, the risk of loss from such claims is considered remote.

Note 8  New Accounting Pronouncement

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation 48, Accounting for Uncertainty in Income Taxes
 an interpretation of FASB Statement 109 (FIN 48).



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FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax
position must meet before being recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The company is in the process of evaluating the effects of the adoption of FIN 48 on the financial
statements.

FASB issued a Statement No. 157 in September 2006, Fair Value Measurements, which is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. This statement provides enhanced guidance for using fair value to measure assets and liabilities. It clarifies fair value, establishes a
framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. The standard applies whenever other standards require (or permit) assets or liabilities to be measured at
fair value. The standard does not expand the use of fair value in any new circumstances. The company is reviewing the statement and its impact on the financial statements.

Note 9  Subsequent Event

On November 20, 2006, Schwab announced an agreement to
sell U.S. Trust, a wholly-owned subsidiary of Schwab, to the Bank of America Corporation (the Sale). The Sale of U.S. Trust includes all of U.S. Trusts subsidiaries, including UST Advisers, Inc., the Companys Investment
Adviser. The Sale is subject to Federal Reserve Board and other regulatory approvals.

USTA will continue to serve as the investment
adviser to the Company after the Sale, although U.S. Trust N.Y. will cease to serve as the Investment Sub-Adviser. However, due to the change in ownership of USTA and U.S. Trust N.Y., the Sale may have the effect of terminating the existing
investment advisory agreement between the Company and USTA. Accordingly, it is anticipated that the Company will enter into a new investment advisory agreement with USTA upon consummation of the Sale (collectively, the New Advisory
Agreement). The Board of Managers approved the New Advisory Agreement at its special meeting held on January 11, 2007. The proposed New Advisory Agreement was submitted to the members of the Company for approval and a proxy statement
providing further details with respect to the Sale and the proposed New Advisory Agreement was mailed to the members of the Company on or about February 8, 2007. At a special meeting held on March 15, 2007, the members of the Company
approved the New Advisory Agreement and reelected the current members of the Board of Managers.

On February 15, 2007, the Company
sold its interests in Pilot Software, Inc. for $12,807,489, $8,494,015 of which was received at closing, with the remaining $4,313,474 being held in an escrow account. The escrow account balance is expected to be paid in two payments, one half in
August 2007 and one half in August 2008.

On March 9, 2007, the Company declared a cash distribution payable on April 11, 2007 to
its members of $ 8,265,880 equal to $ 28.00 per unit. This distribution will be funded from the initial proceeds of the sale of Pilot Software, Inc.



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Three-month Period
Ended January 31, 2007 as Compared to the Similar Period in 2006

Realized and Unrealized Gains and Losses from Portfolio Investments

For the three-month periods ended January 31, 2007 and 2006, the Company had a net realized gain/(loss) on security transactions
of ($7,401,700) and $15,713, respectively. For the three-month periods ended January 31, 2007 and 2006, the Company had a net change in unrealized appreciation (depreciation) on investments of $5,657,048 and ($913,780), respectively. The net
realized loss for the period ended January 31, 2007 was principally the result of the Companys sale of Silverback Systems, Inc, a private company investment which resulted in a realized loss of ($7,580,196). The net realized gain for the
period ended January 31, 2006 was principally the result of the Companys additional distribution received from the Companys sale of Gyration, a private company investment. The net change in unrealized appreciation for the period
ended January 31, 2007 was principally the combination of: i) the sale of Silverback Systems Inc., a private company investment, which resulted in an decrease in unrealized depreciation of $6,730,172 due to the reclassification from unrealized
depreciation to realized loss ii) a decrease of $4,840,465 due to the write-down of Cydelity, Inc a private company investment, and iii) an increase of $3,736,394 due to the write-up of Pilot Software Inc., a private company investment. The net
change in unrealized depreciation for the period ended January 31, 2006 was principally the result of a decrease in the valuation of Nano Opto Corporation of ($873,732), a private company investment, and an overall decrease in the valuation of
the Companys private investment funds.

Investment Income and Expenses

For the three-month period ended January 31, 2007, the Company had investment income of $215,149 and net operating expenses of $380,612 resulting in
a net investment loss of ($165,463). In comparison, for the similar period ended January 31, 2006, the Company had investment income of $386,369 and net operating expenses of $584,396, resulting in a net investment loss of ($198,027). The
decrease in net investment loss for the period ended January 31, 2007 resulted from decrease in investment income due to decrease of short-term investments purchased and matured during the period and from a decrease in operating expenses
primarily due to a decline in management fees which resulted from a reduced level of assets under management during the period and the reduction of the management fee at an annual rate of 2.00% to 1.00%

USTA and the Investment Sub-Adviser, provides investment management and administrative services required for the operation of the Company. In
consideration of the services rendered by the Investment Adviser and the Investment Sub-Adviser, the Company pays a management fee based upon a percentage of the net assets of the Company invested or committed to be invested in certain types of
investments and an incentive fee based in part on a percentage of realized capital gains of the Company as described in Note 2 to Item 1 above. Such management fee is determined and payable quarterly. For the three-month periods ended
January 31, 2007 and 2006, the Investment Adviser, the former Investment Adviser and the Investment Sub-Adviser earned $185,643 and $465,055 in management fees, respectively. Management fees recorded during the period ended January 31,
2007 decreased over the period ended January 31, 2006 due to a decrease in net assets and the reduction of the fees from an annual rate of 2.00% to 1.00%.

Net Assets

At January 31, 2007, the Companys net assets were $73,651,977, or a net asset value per unit of
membership interest of $249.49 This represents a decrease of ($1,910,115) from net assets of $75,562,092, or a net asset value per unit of membership interest of $255.96, at October 31, 2006. The decrease resulted principally from (i) net
investment loss of ($165,463) (ii) a net realized loss of ($7,401,700) and (iii) a net change in unrealized depreciation on investments of $5,657,048.



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Liquidity and Capital Resources

The Company will focus its investments in the securities of privately-held venture capital companies, and to a lesser extent in venture capital, buyout and other private equity funds managed by third parties. The
Company may offer managerial assistance to certain of such privately-held venture capital companies. The Company invests its available cash in short-term investments of marketable securities pending distribution to investors.

At January 31, 2007, the Company held $1,748 in cash and $12,845,698 in short-term investments as compared to $2,934 held in cash and $14,422,438 in
short-term investments at October 31, 2006. The decrease in short-term investments from October 31, 2006 was principally due to new and follow-on investments in private companies as well as capital calls for private investment funds. The
Company, during this period funded additional capital, totaling $1,156,913, per its commitments to the private investment funds. In connection with the Companys total commitments to private funds in the amount of $25,700,000 since inception,
the Company, through January 31, 2007, has contributed $16,666,219 or 64.9% of the total capital committed thus far. The Company also participated in follow-on financing rounds, totaling $803,775, for two of its private companies.

On February 15, 2007, the Company sold its interests in Pilot Software, Inc. for $12,807,489, $8,494,015 of which was received at closing, with
the remaining $4,313,474 being held in an escrow account. The escrow account balance is expected to be paid in two payments, one half in August 2007 and one half in August 2008.

On March 9, 2007, the Company declared a cash distribution payable on April 11, 2007 to its members of $ 8,265,880 equal to $ 28.00 per
unit. This distribution will be funded from the initial proceeds of the sale of Pilot Software, Inc.

The Company believes that its
liquidity and capital resources are adequate to satisfy its operational needs as well as the continuation of its investment program.

Application of
Critical Accounting Policies

Under the supervision of the Companys Valuation and Audit Committees, consisting of the independent
Managers of the Company, the Investment Adviser makes certain critical accounting estimates with respect to the valuation of private portfolio investments. These estimates could have a material impact on the presentation of the Companys
financial condition because in total, they currently represent 81.87% of the Companys net assets. For the private investments held at January 31, 2007, changes to these estimates, i.e. changes in the valuations of these private
investments, resulted in a $1,931,923 decrease in net asset value from October 31, 2006.

The value for securities for which no public
market exists is difficult to determine. Generally speaking, such investments will be valued on a going concern basis without giving effect to any disposition costs. There is a range of values that is reasonable for such investments at
any particular time. Because of the inherent uncertainty of valuation, the estimated values may differ significantly from the values that would have been used had a ready market for the securities existed, and the differences could be material.

Initially, direct private company investments are valued based upon their original cost until developments provide a sufficient basis for
use of a valuation other than cost. Upon the occurrence of developments providing a sufficient basis for a change in valuation, direct private company investments will be valued by the private market or appraisal methods of
valuation. The private market method shall only be used with respect to reliable third party transactions by sophisticated, independent investors. The appraisal method shall be based upon such factors affecting the company such as earnings, net
worth, reliable private sale prices of the companys securities, the market prices for similar securities of comparable companies, an assessment of the companys future prospects or, if appropriate, liquidation value. The values for the
investments referred to in this paragraph will be estimated regularly by the Investment Adviser or a committee of the Board, both under the supervision of the Board, and, in any event, not less frequently than quarterly. However, there can be no
assurance that such value will represent the return that might ultimately be realized by the Company from the investments.

The valuation
of the Companys private funds is based upon its pro-rata share of the value of the assets of a private fund as determined by such private fund, in accordance with its partnership agreement, constitutional or other documents governing such
valuation, on the valuation date. If such valuation with respect to the Companys investments in private funds is not available by reason of timing or other event on the valuation date, or are deemed to be unreliable by the Investment Adviser,
the Investment Adviser, under supervision of the Board, shall determine such value based on its judgment of fair value on the appropriate date, less applicable charges, if any.

The Investment Adviser also makes estimates regarding discounts on market prices of publicly traded securities where appropriate. For securities which
have legal, contractual or practical restrictions on transfer, a discount of 10% to 40% from the public market price will be applied.



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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Equity Price Risk

The Company anticipates that a majority of its investment portfolio will consist of securities in private companies and private investment funds,
currently representing 81.87% of net assets, which are not publicly traded. These investments are recorded at fair value as determined by the Investment Advisers in accordance with valuation guidelines adopted by the Board of Managers. This method
of valuation does not result in increases or decreases in the fair value of these securities in response to changes in market prices. Thus, these securities are not subject to equity price risk normally associated with public equity markets, except
that to the extent that the private investment funds hold underlying public securities, the Company is indirectly exposed to equity price risk associated with the public markets. At January 31, 2007, and October 31, 2006 the Company was
not subject to equity price risk normally associated with public equity markets, except to the extent that the private investment funds that the Company has invested in has, from time to time, interests in securities which may be publicly traded.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. As of
January 31, 2007 (the end of the period covered by this report), the Companys principal executive officers and principal financial officer evaluated the effectiveness of the Companys disclosure controls and procedures (as defined in
the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) and have concluded that, based on such evaluation, the Companys disclosure controls and procedures were adequate and effective to ensure that material information relating to
the Company was made known to them by others within those entities.

(b) Changes in Internal Controls. There were no changes in
the Companys internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Companys last fiscal quarter, that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None.



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Item 6. Exhibits and Reports on Form 8-K.



|(a) | Exhibits.
|--- | ---------



| | 31.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 31.2 | Certification of Treasurer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------



| | 32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | -- | -----------------------------------------------------------------------------------------------------------------------



|(b) | Reports on Form 8-K.
|--- | --------------------

On November 30, 2006,
the Company filed a Current Report on Form 8-K to report under Item 8.01 certain disclosures.

On December 11, 2006, the Company filed
a Current Report on Form 8-K to report under Item 5.02 a departure of the co-chief executive officer and the appointment of a co-chief executive officer.

On December 15, 2006, the Company filed a Current Report on Form 8-K to report under Item 8.01 certain disclosures.



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                     |  |                                     |  |                              
|-------------------- |  | ----------------------------------- |  | -----------------------------
|                     |  | EXCELSIOR VENTURE PARTNERS III, LLC
|                     |  |                                    
|Date: March 16, 2007 |  | By:                                 |  | /s/ David R. Bailin          
|                     |  |                                     |  | David R. Bailin              
|                     |  |                                     |  | Co-Chief Executive Officer   
|                     |  |                                    
|Date: March 16, 2007 |  | By:                                 |  | /s/ Raghav V. Nandagopal     
|                     |  |                                     |  | Raghav V. Nandagopal         
|                     |  |                                     |  | Co-Chief Executive Officer   
|                     |  |                                    
|Date: March 16, 2007 |  | By:                                 |  | /s/ Robert F. Aufenanger     
|                     |  |                                     |  | Robert F. Aufenanger         
|                     |  |                                     |  | Treasurer                    
|                     |  |                                     |  | (Principal Financial Officer)



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