TEI Diversified Income & Opportunity Fund III D/A $67.35M in equity, sold $67.35M, 707 investors

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

0001671607

	Corporation
	Limited Partnership
X	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

TEI Diversified Income & Opportunity Fund III, LLC

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2016
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
TEI Diversified Income & Opportunity Fund III, LLC
Street Address 1		Street Address 2
55 FIFTH AVENUE		15TH FLOOR
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
NEW YORK	NEW YORK	10003	212-206-6000

3. Related Persons

Last Name	First Name	Middle Name
Kantor	Robert
Street Address 1	Street Address 2
55 Fifth Avenue	15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10003

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Co-Manager of Manager of Issuer

Last Name	First Name	Middle Name
Greenburger	Francis
Street Address 1	Street Address 2
55 Fifth Avenue	15th Floor
City	State/Province/Country	ZIP/PostalCode
New York	NEW YORK	10003

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Co-Manager of Manager of Issuer

4. Industry Group

Agriculture Banking & Financial Services Commercial Banking Insurance Investing Investment Banking Pooled Investment Fund Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes 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 X 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
X	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			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)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

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)

Section 3(c)(7)

7. Type of Filing

	New Notice	Date of First Sale	2016-04-12	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)

X	Equity	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 $25,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number None
Time Equities Securities LLC	114422
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
55 Fifth Avenue	15th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10003
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA COLORADO CONNECTICUT FLORIDA MASSACHUSETTS NEVADA NEW JERSEY NEW YORK PENNSYLVANIA VIRGINIA

Recipient	Recipient CRD Number None
Arete Wealth Management, LLC	44856
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1699 E Woodfield Rd	Suite 565
City	State/Province/Country	ZIP/Postal Code
Schaumburg	ILLINOIS	60173
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ALABAMA ARIZONA ARKANSAS CALIFORNIA FLORIDA GEORGIA ILLINOIS IOWA KANSAS LOUISIANA MARYLAND MICHIGAN MINNESOTA MISSOURI NEBRASKA NEVADA NEW YORK OHIO OKLAHOMA OREGON SOUTH DAKOTA TENNESSEE TEXAS WASHINGTON

Recipient	Recipient CRD Number None
Accretive Wealth Management	164341
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
12657 Alcosta Blvd.	Suite 150
City	State/Province/Country	ZIP/Postal Code
San Ramon	CALIFORNIA	94582
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA NEVADA OHIO OREGON VIRGINIA

Recipient	Recipient CRD Number None
Advisory Group Equity Services, Ltd.	15427
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
444 Washington Street	Suite 407
City	State/Province/Country	ZIP/Postal Code
Woburn	MASSACHUSETTS	01801
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MASSACHUSETTS NEW HAMPSHIRE

Recipient	Recipient CRD Number None
AEGIS Capital Corp.	15007
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
810 7th Ave	18 & 22 floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10019
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US
NEW YORK

Recipient	Recipient CRD Number None
American Portfolios Financial SErvices Inc.	112697
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
4250 Veterans Memorial Highway	4th Floor East
City	State/Province/Country	ZIP/Postal Code
Holbrook	NEW YORK	11741
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA CALIFORNIA COLORADO CONNECTICUT FLORIDA MINNESOTA NEW JERSEY NEW YORK NORTH DAKOTA SOUTH CAROLINA SOUTH DAKOTA TEXAS UTAH VIRGINIA

Recipient	Recipient CRD Number None
Atomi Financial Advisors	171787
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2 Park Plaza	Suite 1120
City	State/Province/Country	ZIP/Postal Code
Irvine	CALIFORNIA	92614
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA TEXAS

Recipient	Recipient CRD Number None
Cabot Lodge Securities	159712
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
60 Broad Street	Suite 3402
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10004
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA KANSAS NEW YORK

Recipient	Recipient CRD Number None
Calton & Associates Inc.	20999
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
14497 N. Dale Mabry Hwy	Suite 215
City	State/Province/Country	ZIP/Postal Code
Tampa	FLORIDA	33618
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
TEXAS

Recipient	Recipient CRD Number None
Cascade Financial Management Inc.	119030
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
950 17th Street	Suite 950
City	State/Province/Country	ZIP/Postal Code
Denver	COLORADO	80202
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA COLORADO MISSOURI TEXAS

Recipient	Recipient CRD Number None
Center Street Securities	26898
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2740 Old Elm Hill Pike	Suite 201
City	State/Province/Country	ZIP/Postal Code
Nashville	TENNESSEE	37214
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
INDIANA

Recipient	Recipient CRD Number None
Choice Asset Management LLC	127069
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
57 Columbus Avvenue
City	State/Province/Country	ZIP/Postal Code
Lakewood	NEW JERSEY	08701
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW JERSEY NEW YORK

Recipient	Recipient CRD Number None
Concorde Investment Services, LLC	151604
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1120 East Long Lake Road	Suite 100
City	State/Province/Country	ZIP/Postal Code
Troy	MICHIGAN	48085
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA MASSACHUSETTS NEW JERSEY NEW YORK OHIO TEXAS

Recipient	Recipient CRD Number None
Crown Capital Securities, L.P.	6312
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
725 Town & Country Road	Suite 530
City	State/Province/Country	ZIP/Postal Code
Orange	CALIFORNIA	92868
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARIZONA CALIFORNIA COLORADO FLORIDA KANSAS LOUISIANA MICHIGAN MINNESOTA NEW MEXICO NEW YORK NORTH CAROLINA OREGON TEXAS WISCONSIN

Recipient	Recipient CRD Number None
D.H. Hill Securities, LLP	41528
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1543 Green Oak Place	Suite 100
City	State/Province/Country	ZIP/Postal Code
Kingwood	TEXAS	77339
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
FLORIDA ILLINOIS

Recipient	Recipient CRD Number None
DFPG Investments, Inc.	155576
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
406 W. South Jordan Pkwy	Suite 240
City	State/Province/Country	ZIP/Postal Code
South Jordan	UTAH	84095
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 FLORIDA GEORGIA MISSOURI NEW YORK TEXAS UTAH WASHINGTON

Recipient	Recipient CRD Number None
Emerson Equity	130032
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
155 Bovet Road	Suite 725
City	State/Province/Country	ZIP/Postal Code
San Mateo	CALIFORNIA	94402
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA WASHINGTON

Recipient	Recipient CRD Number None
Financial West Investment Group, Inc.	16668
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
PO Box 5123
City	State/Province/Country	ZIP/Postal Code
Thousand Oaks	CALIFORNIA	91359
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
COLORADO VIRGINIA

Recipient	Recipient CRD Number None
Great Point Capital Advisors	114203
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
200 West Jackson Blvd	Suite 1000
City	State/Province/Country	ZIP/Postal Code
Chicago	ILLINOIS	60606
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA ILLINOIS MISSOURI NEW YORK OHIO

Recipient	Recipient CRD Number None
Halliday Financial	31741
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
725 Glen Cove Avenue
City	State/Province/Country	ZIP/Postal Code
Glen Head	NEW YORK	11545
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US
ARKANSAS FLORIDA NEW YORK

Recipient	Recipient CRD Number None
IBN Financial Services, Inc.	42360
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
8035 Oswego Rd
City	State/Province/Country	ZIP/Postal Code
Liverpool	NEW YORK	13090
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA GEORGIA KANSAS NEW JERSEY NEW YORK PENNSYLVANIA SOUTH CAROLINA

Recipient	Recipient CRD Number None
IMS Securities, Inc.	35567
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
10205 Westheimer	Suite 500
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77042
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
NEW YORK TEXAS

Recipient	Recipient CRD Number None
Madison Avenue Securities, Inc.	23224
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1505 Avenue of Science	Suite 150
City	State/Province/Country	ZIP/Postal Code
San Diego	CALIFORNIA	92128
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA COLORADO KANSAS MISSOURI NEW JERSEY NEW YORK NORTH CAROLINA OHIO PENNSYLVANIA TEXAS

Recipient	Recipient CRD Number None
Moloney Securities	38535
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
13537 Barrett Parkway Dr.	#300
City	State/Province/Country	ZIP/Postal Code
Manchester	MISSOURI	63021
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA ILLINOIS NEVADA NEW HAMPSHIRE NEW YORK TEXAS WISCONSIN

Recipient	Recipient CRD Number None
Nationwide Planning Associates, Inc.	31029
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
115 West Century Road	Suite 360
City	State/Province/Country	ZIP/Postal Code
Paramus	NEW JERSEY	07652
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA NEW YORK PENNSYLVANIA RHODE ISLAND

Recipient	Recipient CRD Number None
Newbridge Securities Corporation	104065
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
5200 Town Center Circle Tower 1	Suite 306
City	State/Province/Country	ZIP/Postal Code
Boca Raton	FLORIDA	33486
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA CONNECTICUT NEW JERSEY NEW YORK OHIO

Recipient	Recipient CRD Number None
NHCohen Capital LLC	171914
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
2 Park Avenue	14th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10016
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
ARKANSAS CALIFORNIA COLORADO FLORIDA MASSACHUSETTS NEW YORK NORTH CAROLINA OHIO

Recipient	Recipient CRD Number None
Oak Tree Securities, Inc.	18126
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
4049 First Street	Suite 129
City	State/Province/Country	ZIP/Postal Code
Livermore	CALIFORNIA	94551-4949
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA WASHINGTON

Recipient	Recipient CRD Number None
Paulson Investment Company LLC	5670
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
1331 NW Lovejoy	Suite 720
City	State/Province/Country	ZIP/Postal Code
Portland	OREGON	97209-2987
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA FLORIDA MARYLAND MASSACHUSETTS NEW YORK OKLAHOMA OREGON TEXAS WASHINGTON

Recipient	Recipient CRD Number None
Primex Prime Electronic Executions, Inc.	29394
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
45 Knollwood Road	4th Floor
City	State/Province/Country	ZIP/Postal Code
Elmsford	NEW YORK	10523
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US
CALIFORNIA FLORIDA NEW YORK VIRGINIA

Recipient	Recipient CRD Number None
Sandlapper Securities, LLC	137906
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
800 E. North Street	2nd Floor
City	State/Province/Country	ZIP/Postal Code
Greenville	SOUTH CAROLINA	29601
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Sunbelt Securities LLC	42180
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
5065 Westheimer	Suite 600
City	State/Province/Country	ZIP/Postal Code
Houston	TEXAS	77056
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
OREGON TEXAS

Recipient	Recipient CRD Number None
Daniel Investment Associates, LLC	157284
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
923 Saint Vincent Ave	Suite B
City	State/Province/Country	ZIP/Postal Code
Santa Barbara	CALIFORNIA	93101c
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA VIRGINIA WASHINGTON

Recipient	Recipient CRD Number None
Amadeus Wealth Advisors LLC	170408
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
225 West 34th Street	9th Floor
City	State/Province/Country	ZIP/Postal Code
New York	NEW YORK	10122
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
VFG Securities, Inc.	15121
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
100 Corporate Pointe	Suite 382
City	State/Province/Country	ZIP/Postal Code
Culver City	CALIFORNIA	90230-7612
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
MICHIGAN TEXAS

Recipient	Recipient CRD Number None
Western International Securities	39262
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
70 South Lake Avenue	Suite 700
City	State/Province/Country	ZIP/Postal Code
Pasadena	CALIFORNIA	91101c
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	Foreign/non-US
CALIFORNIA

Recipient	Recipient CRD Number None
Wilmington Capital Securities	133839
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
None	None
Street Address 1	Street Address 2
600 Old Country Road	Suite 200
City	State/Province/Country	ZIP/Postal Code
Garden City	NEW YORK	11530
State(s) of Solicitation (select all that apply) Check “All States” or check individual States All States	X Foreign/non-US
CALIFORNIA IDAHO NEW YORK

13. Offering and Sales Amounts

Total Offering Amount	$67,347,213	USD	or Indefinite
Total Amount Sold	$67,347,213	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

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.

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:

707

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	$6,367,364	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

Includes Selling Commissions, Placement Fees, Market and Due Diligence Allowance Fees and Wholesaling Fees

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 X Estimate

Clarification of Response (if Necessary):

Time Equities, Inc., the sole member of Time Equities Securities LLC, will be entitled to acquisition, management and other fees as set forth in the Confidential Private Placement Memorandum for this offering.

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 Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) 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
TEI Diversified Income & Opportunity Fund III, LLC	Robert Kantor	Robert Kantor	President of Manager of Issuer	2018-03-16

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* 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.