Exhibit 99(a)


                    EXCELSIOR VENTURE PARTNERS III, LLC

                          Audit Committee Charter

1.       The Audit Committee shall be composed entirely of managers that
         are not interested persons of the Company. Each member must be
         financially literate (i.e., have a basic understanding of
         financial statements, or must be able to acquire such an
         understanding within a reasonable period of time after appointment
         to the Audit Committee).

2.       The purposes of the Audit Committee are:

         (a)      to oversee the Company's accounting and financial
                  reporting policies and practices, its internal controls
                  and, as appropriate, the internal controls of certain
                  service providers;

         (b)      to oversee the quality and objectivity of the Company's
                  financial statements and the independent audit thereof;
                  and

         (c)      to act as a liaison between the Company's independent
                  auditors and the full Board.

         The function of the Audit Committee is oversight. The Company's
         management is responsible for (i) the preparation, presentation
         and integrity of the Company's financial statements, (ii) the
         maintenance of appropriate accounting and financial reporting
         principles and policies and (iii) the maintenance of internal
         controls and procedures designed to assure compliance with
         accounting standards and applicable laws and regulations. The
         auditors are responsible for planning and carrying out a proper
         audit and reviews. In fulfilling their responsibilities hereunder,
         it is recognized that members of the Audit Committee are not
         full-time employees of the Company and are not, and do not
         represent themselves to be, accountants or auditors by profession
         or experts in the fields of accounting or auditing. As such, it is
         not the duty or responsibility of the Audit Committee or its
         members to conduct "field work" or other types of auditing or
         accounting reviews or procedures. Each member of the Audit
         Committee shall be entitled to rely on (1) the integrity of those
         persons and organizations within and outside the Company from
         which it receives information and (2) the accuracy of the
         financial and other information provided to the Audit Committee by
         such persons and organizations absent actual knowledge to the
         contrary (which shall be promptly reported to the Company's
         Board). In addition, the evaluation of the Company's financial
         statements by the Audit Committee is not of the same quality as
         audits performed by the independent accountants, nor does the
         Audit Committee's evaluation substitute for the responsibilities
         of the Company's management for preparing, or the independent
         accountants for auditing, the financial statements.

3.       To carry out its purposes, the Audit Committee shall have the
         following duties and powers:

         (a)      to recommend the selection, retention or termination of
                  auditors and, in connection therewith, to evaluate the
                  independence of the auditors, including whether the
                  auditors provide any consulting services to the Company's
                  investment adviser (it being understood that the auditors
                  are ultimately accountable to the Audit Committee and the
                  Company's Board and that the Audit Committee and the
                  Company's Board shall have the ultimate authority and
                  responsibility to select, evaluate, retain and terminate
                  auditors, subject to any required securityholder vote);

         (b)      to ensure receipt of a formal written statement from the
                  auditors on a periodic basis specifically delineating all
                  relationships between the auditors and the Company; to
                  discuss with the auditors any disclosed relationships or
                  services that may impact the auditors' objectivity and
                  independence; and to recommend that the Company's Board
                  take appropriate action in response to the auditors'
                  report to satisfy itself of the auditors' independence;

         (c)      to meet with the Company's independent auditors,
                  including private meetings, as necessary (i) to review
                  the arrangements for and scope of the annual audit and
                  any special audits; (ii) to review the Company's
                  financial statements and discuss any matters of concern
                  relating thereto, including any adjustments to such
                  statements recommended by the auditors, or other results
                  of said audit(s); and (iii) to consider the auditors'
                  comments with respect to the Company's financial
                  policies, procedures and internal accounting controls and
                  management's responses thereto;

         (d)      to consider the effect upon the Company of any changes in
                  accounting principles or practices proposed by management
                  or the auditors;

         (e)      to review the fees charged by the auditors for audit and
                  non-audit services;

         (f)      to investigate improprieties or suspected improprieties
                  in Company operations; and

         (g)      to report its activities to the full Board on a periodic
                  basis and to make such recommendations with respect to
                  the above and other matters as the Audit Committee may
                  deem necessary or appropriate.

4.       The Audit Committee shall meet on a regular basis (typically, at
         least semi-annually) and is empowered to hold special meetings as
         circumstances require.

5.       The Audit Committee shall regularly meet (typically, concurrently
         with the regular Committee meetings) with the Company's
         management. Management shall advise the Audit Committee in advance
         when it seeks a second opinion on a significant accounting issue
         from an accountant that is not the Company's independent auditor.
         The Company's chief financial officer shall have direct
         independent access to the Audit Committee

6.       The Audit Committee shall have the resources and authority
         appropriate to discharge its responsibilities, including the
         authority to retain special counsel and other experts or
         consultants at the expense of the Company.

7.       The Audit Committee shall review the adequacy of this Charter at
         least annually and recommend any changes to the full Board. The
         Board shall also review and approve this Charter at least
         annually.

8.       The Audit Committee shall report to the Company, for disclosure in
         the Company's proxy statement, whether it has: (i) reviewed and
         discussed the audited financial statements with management of the
         Company; (ii) discussed with the independent auditors the matters
         required to be discussed by the Statements on Auditing Standards
         No. 61; (iii) received the written disclosures and the letter from
         the independent auditors required by Independence Standards Board
         Standard No. 1 and discussed with the auditors the auditors'
         independence; and (iv) recommended, based on items (i)-(iii) of
         this paragraph 8, to the Board that the financial statements be
         included in the Company's Annual Report on Form 10-K for the
         preceding fiscal year.


Adopted: Effective January 23, 2001