Greenbacker Capital Management Llc

Allegations: THE HAWAII SEB ALLEGES THAT GREC, AN ADVISORY AFFILIATE OF THE ADVISOR, VIOLATED HAWAII REVISED STATUTES ("HRS") CHAPTER 485A BY FILING A NOTICE FILING WITH THE HAWAII SEB LATER THAN FIFTEEN (15) DAYS AFTER THE FIRST SALE IN HAWAII. Status: Final Sanction Detail: THE DISPOSITION RESULTED IN A $2500 ADMINISTRATIVE PENALTY THAT WAS PAID BY THE ADVISER ON OR ABOUT MARCH 8, 2021. Summary: ON AUGUST 7, 2018, GREC MADE THE FIRST SALE TO A HAWAII RESIDENT OF ITS PRIVATELY OFFERED SECURITIES PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DUE TO AN ADMINISTRATIVE OVERSIGHT, GREC DID NOT FILE A FORM D NOTICE FILING WITH THE STATE OF HAWAII WITHIN FIFTEEN (15) DAYS OF THE INITIAL SALE AS REQUIRED BY HRS §485A-302(D). DURING AUGUST 2020, GREC PERFORMED AN INTERNAL REVIEW OF ITS FORM D NOTICE FILING REGULATORY OBLIGATIONS AND SUBMITTED ITS FORM D NOTICE FILING WITH THE STATE OF HAWAII ON AUGUST 31, 2020. ON OR ABOUT MARCH 8, 2021, GREC VOLUNTARILY ENTERED INTO AN ORDER WITH THE HAWAII SEB RELATED TO THE LATE NOTICE FILING AND THE ADVISER PAID A RELATED ADMINISTRATIVE FINE OF $2,500.

Allegations: THE STATE OF OREGON, DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION ALLEGES THAT GREENBACKER RENEWABLE ENERGY COMPANY LLC ("GREC"), AN ADVISORY AFFILIATE OF THE ADVISER, VIOLATED OREGON SECURITIES LAWS BY DISTRIBUTING SHARES PURSUANT TO A DISTRIBUTION REINVESTMENT PLAN WITHOUT AN ACTIVE ORDER OF REGISTRATION FOR A SHORT PERIOD OF TIME. Status: Final Sanction Detail: THE DISPOSITION RESULTED IN A $4500 CIVIL PENALTY THAT WAS PAID BY THE ADVISER ON OR ABOUT MARCH 24, 2020. Summary: ON OR ABOUT MARCH 24, 2020, GREENBACKER RENEWABLE ENERGY COMPANY LLC ("GREC"), AN ADVISORY AFFILIATE AND CLIENT OF ADVISER, VOLUNTARILY ENTERED INTO A CEASE AND DESIST ORDER WITH THE STATE OF OREGON, DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION (THE "OREGON DIVISION") NEITHER ADMITTING NOR DENYING LIABILITY. BY WAY OF BACKGROUND, GREC COMMENCED AN INITIAL PUBLIC OFFERING (THE "IPO") OF SHARES ON AUGUST 7, 2013 WHICH TERMINATED APRIL 13, 2017 AND COMMENCED A FOLLOW-ON OFFERING (TOGETHER WITH "IPO", THE "OFFERINGS") OF COMMON SHARES ON APRIL 14, 2017 WHICH TERMINATED MARCH 29, 2019. BOTH OFFERINGS INCLUDED A SHARE DISTRIBUTION REINVESTMENT PLAN (THE "DRIP") WHEREBY, AT THE TIME OF THE ORIGINAL INVESTMENT IN GREC SHARES, INVESTORS COULD ELECT TO HAVE DISTRIBUTIONS AUTOMATICALLY REINVESTED IN THE PURCHASE OF ADDITIONAL SHARES. THE OREGON DIVISION ISSUED AN ORDER OF SECURITIES REGISTRATION FOR THE OFFERINGS THAT ULTIMATELY EXPIRED ON FEBRUARY 13, 2019. THE SECURITIES AND EXCHANGE COMMISSION AND MANY STATES DO NOT TREAT THE ISSUANCE OF COMMON STOCK DRIP SHARES AS A SALE OF SECURITIES REQUIRING AN ACTIVE REGISTRATION STATEMENT. THE STATE OF OREGON, HOWEVER, DOES. AS SUCH, THE DRIP SHARES DISTRIBUTED TO OREGON INVESTORS BY GREC FROM FEBRUARY 13, 2019, TO AUGUST 6, 2019, WERE DEEMED BY THE OREGON DIVISION TO HAVE VIOLATED OREGON SECURITIES LAW ("ORS") 59.055. GREC STRONGLY DISAGREES WITH THE OREGON DIVISION'S CHARACTERIZATION OF THE DISTRIBUTION OF DRIP SHARES TO EXISTING OREGON INVESTORS AS A "SALE" UNDER THE ORS. HOWEVER, IN AN EFFORT TO SETTLE THE MATTER EFFICIENTLY, AND WITHOUT ADMITTING OR DENYING THE DIVISION'S FINDING OF FACT OR CONCLUSIONS OF LAW, GREC VOLUNTARILY AGREED TO A FINAL DETERMINATION OF THE MATTER WHEREIN THE DIVISION FOUND THAT GREC VIOLATED ORS 59.055 BY DISTRIBUTING ITS DRIP SHARES TO EXISTING OREGON INVESTORS FOR A SHORT TIME PERIOD WITHOUT AN ACTIVE ORDER OF REGISTRATION. THE ADVISER PAID A RELATED $4,500 FEE.

Allegations: THE NH BUREAU ALLEGES THAT GREC, AN ADVISORY AFFILIATE OF THE ADVISOR, VIOLATED NEW HAMPSHIRE RSA 421-B:3-302 BY FILING A NOTICE FILING WITH THE NH BUREAU LATER THAN FIFTEEN (15) DAYS AFTER THE FIRST SALE IN NEW HAMPSHIRE. Status: Final Sanction Detail: THE DISPOSITION RESULTED IN A $2500 ADMINISTRATIVE PENALTY THAT WAS PAID BY THE ADVISER ON OR ABOUT JANUARY 12, 2021. Summary: ON FEBRUARY 15, 2017, GREC MADE THE FIRST SALE TO A NEW HAMPSHIRE RESIDENT OF ITS PRIVATELY OFFERED SECURITIES PURSUANT TO RULE 506 OF REGULATION D UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DUE TO AN ADMINISTRATIVE OVERSIGHT, GREC DID NOT FILE A FORM D NOTICE FILING WITH THE STATE OF NEW HAMPSHIRE WITHIN FIFTEEN (15) DAYS OF THE INITIAL SALE AS REQUIRED BY RSA 421-B:3-302. DURING AUGUST 2020, GREC PERFORMED AN INTERNAL REVIEW OF ITS FORM D NOTICE FILING REGULATORY OBLIGATIONS AND SUBMITTED ITS FORM D NOTICE FILING WITH THE STATE OF NEW HAMPSHIRE ON AUGUST 25, 2020. ON OR ABOUT JANUARY 12, 2021, GREC VOLUNTARILY ENTERED INTO AN ORDER WITH THE NH BUREAU RELATED TO THE LATE NOTICE FILING AND THE ADVISER PAID A RELATED ADMINISTRATIVE FINE OF $2,500.

Allegations: THE STATE OF OREGON, DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION ALLEGES THAT GREENBACKER RENEWABLE ENERGY COMPANY LLC ("GREC"), AN ADVISORY AFFILIATE AND OWNER OF THE ADVISER, VIOLATED OREGON SECURITIES LAWS BY DISTRIBUTING SHARES PURSUANT TO A DISTRIBUTION REINVESTMENT PLAN WITHOUT AN ACTIVE ORDER OF STATE REGISTRATION FOR A SHORT PERIOD OF TIME. Status: Final Sanction Detail: THE DISPOSITION RESULTED IN A CIVIL PENALTY OF $20,000 FOR THE SALE OF UNREGISTERED SHARES PURSUANT TO A DISTRIBUTION REINVESTMENT PLAN ("DRIP") AND AN ADDITIONAL AMOUNT OF $10,000 SUSPENDED FOR VIOLATING A PRIOR RELATED ORDER (AS DISCLOSED IN THIS FORM ADV). GREC PAID THE $20,000 PENALTY ON OR ABOUT AUGUST 2, 2023. Summary: ON OR ABOUT AUGUST 2, 2023, GREENBACKER RENEWABLE ENERGY COMPANY LLC ("GREC"), AN ADVISORY AFFILIATE, OWNER, AND CLIENT OF ADVISER, VOLUNTARILY ENTERED INTO A CEASE AND DESIST ORDER WITH THE STATE OF OREGON, DEPARTMENT OF CONSUMER AND BUSINESS SERVICES, DIVISION OF FINANCIAL REGULATION (THE "OREGON DIVISION") NEITHER ADMITTING NOR DENYING LIABILITY. THE SECURITIES AND EXCHANGE COMMISSION AND MANY STATES DO NOT TREAT THE ISSUANCE OF COMMON STOCK DRIP SHARES AS A SALE OF SECURITIES REQUIRING AN ACTIVE REGISTRATION STATEMENT. THE STATE OF OREGON, HOWEVER, DOES, AND UNBEKNOWNST TO GREC IT HAD A LAPSE IN ITS OREGON DRIP REGISTRATION FROM MAY 8, 2022 TO AUGUST 28, 2022. AS SUCH, THE DRIP SHARES DISTRIBUTED TO OREGON INVESTORS BY GREC DURING THIS TIME FRAME WERE DEEMED BY THE OREGON DIVISION TO HAVE VIOLATED OREGON SECURITIES LAW ("ORS") 59.055. GREC STRONGLY DISAGREES WITH THE OREGON DIVISION'S CHARACTERIZATION OF THE DISTRIBUTION OF DRIP SHARES TO EXISTING OREGON INVESTORS AS A "SALE" UNDER THE ORS. HOWEVER, IN AN EFFORT TO SETTLE THE MATTER EFFICIENTLY, AND WITHOUT ADMITTING OR DENYING THE DIVISION'S FINDING OF FACT OR CONCLUSIONS OF LAW, GREC VOLUNTARILY AGREED TO A FINAL DETERMINATION OF THE MATTER WHEREIN THE DIVISION FOUND THAT GREC VIOLATED ORS 59.055 BY DISTRIBUTING ITS DRIP SHARES TO EXISTING OREGON INVESTORS FOR A SHORT TIME PERIOD WITHOUT AN ACTIVE ORDER OF REGISTRATION.GREC PAID A RELATED $20,000 FEE.