Rule 506 (d) Disclosures

The information below is provided by AmCap Necessity Retail Fund LLC (the “Fund”) in connection with the Offering of Units described in the Confidential Private Placement Memorandum of the Fund dated January 10, 2019 (as amended, modified or supplemented from time to time, the “Memorandum”). Capitalized but undefined terms used herein have the meanings set forth in the Memorandum.

Prospective investors are urged to check this page for updates prior to investing in the Fund, as the Fund may update its Rule 506(d) disclosures without notifying potential investors or publishing a supplement to the Memorandum.

Effective September 23, 2013, the Securities and Exchange Commission adopted amendments to Rule 506 requiring certain disclosures to customers in connection with regulation D private placement offerings, which includes this Offering. Specifically, the amendments require that the Issuer notify you if a broker/dealer selling Interests in this Offering have experienced certain specified “disqualifying events,” including certain criminal convictions, certain court injunctions and restraining orders, final orders of certain state and federal regulators and certain SEC disciplinary orders and SEC cease-and-desist orders, among other events. One of the broker/dealers selling Interests in this Offering, Newbridge Securities Corporation (“Newbridge”), has informed the Issuer that it has been subject to certain of the “disqualifying events” under Rule 506, as set forth below. The Issuer is required to provide this same information to you.

Newbridge Securities Corporation (“Newbridge”), a Selling Group Member in the Offering, has notified the Issuer that Newbridge is subject to certain orders from several state securities commissions concerning alleged violations regarding the obligation to properly disclose transaction handling fees charged by Newbridge to its investors (the (“Allegations”). The orders to which Newbridge is subject are as follows: (i) on November 10, 2011, Newbridge entered into a consent order with the Connecticut Department of Banking regarding the Allegations, and agreed to reimburse each Connecticut customer for the handling fee, and Newbridge agreed to pay a fine of $10,000 to Connecticut; (ii) on February 1, 2013, Newbridge entered into a consent order with the New Jersey Bureau of Securities regarding the Allegations, and Newbridge agreed to grant a 10% discount on all fees and/or commission charges to New Jersey residents for 6 months following the date of the NJ Consent Order, as well as pay a civil penalty of $15,000 to New Jersey; (iii) on February 10, 2013, Newbridge entered into a stipulation and consent agreement with the State of Florida, Office of Financial Regulation regarding the Allegations, and agreed to pay an administrative fine of $40,000 to Florida; and (iv) on April 2, 2013, Newbridge entered into a consent order with the Arkansas Securities Commissioner regarding the Allegations, and agreed to refund and return handling fees in the total amount of $17,377.44 to Arkansas investors.