The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001469720
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Cayman Islands Limited Liability Investment Vehicle
Name of Issuer
III Fund Ltd.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
III Fund Ltd.
Street Address 1 Street Address 2
DMS Corporate Services Ltd. DMS House, 20 Genesis Close
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
Grand Cayman CAYMAN ISLANDS KY1-1108 (345) 946-7652

3. Related Persons

Last Name First Name Middle Name
III Capital Management n/a
Street Address 1 Street Address 2
777 Yamato Road Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Advisor
Last Name First Name Middle Name
Viner Clifford G.
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Mosler Warren B.
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Coyle Lester N.
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McCauley William P.
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Friesen Garth
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Printz Robert
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Feeney Francis
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Wyler Scott
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Olofsson Thomas
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Kumar Deep P.
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Hart Robert
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Reger Michael
Street Address 1 Street Address 2
III Capital Management 777 Yamato Road, Suite 300
City State/Province/Country ZIP/PostalCode
Boca Raton FLORIDA 33431
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
McGrath Laura P.
Street Address 1 Street Address 2
James River Capital Corp. 58 Broad Street Road
City State/Province/Country ZIP/PostalCode
Manakin-Sabot VIRGINIA 23103
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Bree David
Street Address 1 Street Address 2
DMS Offshore Investment Services DMS House, 20 Genesis Close
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1104
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Galloway Andrew
Street Address 1 Street Address 2
ICG Management Limited Landmark Sq., 1st Floor, 64 Earth Close
City State/Province/Country ZIP/PostalCode
Grand Cayman CAYMAN ISLANDS KY1-1107
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
X Hedge Fund
   Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose X Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 1994-11-01    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
X Yes    No

9. Type(s) of Securities Offered (select all that apply)

   Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $1,000,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
AVM, L.P. 16710
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
777 Yamato Road Suite 300
City State/Province/Country ZIP/Postal Code
Boca Raton FLORIDA 33431
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
FLORIDA
GEORGIA
MASSACHUSETTS
NEW MEXICO
NEW YORK
OHIO
Recipient
Recipient CRD Number    None
Anchor Asset Management LLC 128344
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
One East End Avenue Suite 10A
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10075
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
CONNECTICUT
ILLINOIS
MASSACHUSETTS
NEW JERSEY
NEW YORK
PENNSYLVANIA
TEXAS
Recipient
Recipient CRD Number    None
UBS Financial Services Inc. 8174
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1000 Harbor Boulevard 8th Floor, Compliance Department
City State/Province/Country ZIP/Postal Code
Weehawken NEW JERSEY 07086
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US
Recipient
Recipient CRD Number    None
Maymont Partners, Inc. 120536
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1801 Libbie Avenue Suite 104
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23226
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
X Foreign/non-US
Recipient
Recipient CRD Number    None
James River Securities Corp. 38477
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
58 Broad Street Road
City State/Province/Country ZIP/Postal Code
Manakin-Sabot VIRGINIA 23103
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
TEXAS
VIRGINIA
Recipient
Recipient CRD Number    None
Norfolk Markets, LLC 103797
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
360 Madison Avenue 19th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10017
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
IDAHO
ILLINOIS
INDIANA
IOWA
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
TEXAS
VIRGINIA
WISCONSIN
Recipient
Recipient CRD Number    None
Frontier Solutions, LLC 136102
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9 East Franklin Street
City State/Province/Country ZIP/Postal Code
Richmond VIRGINIA 23219
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
ILLINOIS
INDIANA
KENTUCKY
LOUISIANA
MARYLAND
MASSACHUSETTS
MINNESOTA
NEW JERSEY
NEW YORK
NORTH CAROLINA
OHIO
OREGON
PENNSYLVANIA
SOUTH CAROLINA
TEXAS
UTAH
VIRGINIA
WASHINGTON
WYOMING
Recipient
Recipient CRD Number    None
H.C. Wainwright & Co., LLC 375
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
430 Park Avenue 4th Floor
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		 X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $334,468,340 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

14. Investors

X
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
4
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
38

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $5,898,196 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

An upfront sales commission of 2% may be paid to selling agents. The offering commenced prior to 3/15/09; Item 15 reflects the requested info. from such date. Maymont Partners is no longer registered as a broker-dealer and no longer receives sales comm.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
III Fund Ltd. Laura P. McGrath Laura P. McGrath Director of the Issuer 2017-02-22

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.