Ridgewood Energy Corporation (the “Company”) has adopted a Code of Ethics consistent with Rule 204A-1 (the “Rule”) of the Investment Advisers Act of 1940 (“Advisers Act”). Section 204A of the Advisers Act requires that an investment adviser “establish, maintain and enforce written policies and procedures reasonably designed” to preserve the confidentiality of information and prevent the misuse of material, non-public information by the adviser or any person associated with the adviser. This Code of Ethics, together with its Exhibits serves as the Company’s Code of Ethics pursuant to the Rule (“Code”).
I. Statement of General Policy
The Company and its personnel owe a fiduciary duty to its Advisory Clients (see definition below). Fiduciaries are held to a higher standard of care when managing the affairs of others and must act with integrity, skill, care and diligence. At all times the Company and its personnel must act in the best interests of its Advisory Clients, putting the clients’ interests ahead of the Company’s and avoiding activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of the Company’s Advisory Clients. The Code sets forth specific standards for the Company and its personnel when fulfilling the Company’s fiduciary responsibilities.
All employees are required to perform their duties in an honest and ethical manner. This includes: (i) avoiding situations in which personal, family or financial interests conflict or compete with those of the Company and its Advisory Clients; (ii) refraining from taking any business or investment opportunity discovered in the course of employment with or services to the Company that the employee knows, or should have or has reason to know, would benefit the Company and its Advisory Clients; (iii) complying with all applicable governmental laws, rules and regulations; and (iv) taking appropriate steps, within their area of responsibility, to ensure all disclosures in reports and documents are complete, fair, accurate, timely and understandable.
The Legal and Compliance Department (“Legal & Compliance”) managed by the VP-Legal & Chief Compliance Officer (“CCO”) is responsible for enforcing the Code. All persons subject to the Code are required to report any violations of the Code directly to the CCO or through the process in the Company’s Internal Reporting Procedures (“IRP”). When any doubt exists or questions arise regarding any Code provision or whether a conflict of interest might exist with regard to the Advisory Clients, you should discuss such matters with the CCO before taking or not taking an action or activity.
II. Definitions: As used in the Code, the following terms have the meaning provided below:
A. Access Person. Any employee, temporary personnel, officer, director, or any other person that is subject to the supervision and control of the Company (either as an employee or consultant under contract) who:
1. has access to non-public information regarding an Advisory Client’s purchase or sale of Securities;
2. is involved in making Securities recommendations to Advisory Clients;
3. has access to non-public Securities recommendations to Advisory Clients;
4. Any director, trustee, officer, or employee of any Advisory Client;
5. Any natural person in a control relationship to the Company or any Advisory Client who obtains information concerning recommendations made to the Advisory Client with regard to the purchase or sale of Securities by the Advisory Client; or
6. Any director, trustee, officer, or employee of the Company (or any company in a control relationship to the Advisory Clients) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Securities by an Advisory Client, or whose functions relate to the making of any recommendation with respect to such purchases or sales.
B. Advisory Client.
Any private equity fund exempt from the securities registration requirements under Section 4(2) of the Securities Act of 1933 (“1933 Act”) and Rule 506 of Regulation D thereunder, or any public fund that is registered pursuant to a Form S-3 shelf registration statement pursuant to the 1933 Act, that is managed directly or indirectly by the Company (e.g. the Funds as defined in the Company’s Compliance Manual to which this Code is an Appendix).
C. Beneficial Ownership.
Any interest in a Security for which a Supervised Person or any member of his/her immediate family (e.g. anyone residing in the same household or to whom the Supervised Person provides significant financial support) directly or indirectly, through any contract arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest. Examples of indirect pecuniary interests include but are not limited to: (a) interests in partnerships and trusts that hold Securities but does not include Securities held by a blind trust or by a trust established to fund employee retirement benefit plans such as 401(k) plans; and (b) a person’s rights to acquire Securities through the exercise or conversion of any derivative instrument, whether or not presently exercisable. Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the “1934 Act”) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the 1934 Act and the rules and regulations thereunder.
The CCO, after reviewing all the pertinent facts and circumstances, may determine, if not prohibited by applicable law that beneficial ownership in an interest in Securities held by members of Supervised Person’s immediate family does not exist or is too remote for purposes of the Code.
D. Chief Compliance Officer (“CCO”).
The person designated by the Company as CCO or a properly designated delegate. See Schedule I to the Manual for the name of the CCO.
E. Federal Securities Laws.
The Advisers Act, the Securities Act of 1933 (the “1933 Act”), the 1934 Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act to the extent it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the U.S. Department of the Treasury, and any amendments to the above-mentioned statutes.
F. New Issue Equity Security.
Any initial public offering of any equity security (as defined in section 3(a)(11) of the 1934 Act), made pursuant to a registration statement or offering circular.
G. Non-Advisory Director or Officer.
Each director or officer of the Company who in connection with his or her regular functions or duties does not make, participate in, or obtain information regarding the purchase or sale of a security for an Advisory Client.
H. Private Placement.
An offering that is exempt from registration under the 1933 Act, as amended, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the 1933 Act. Private placements include any investment that cannot be made through a Financial Industry Regulatory Authority, Inc. (“FINRA”) Member Firm.
I. Purchase or Sale of a Security.
A transaction to purchase or sell a security, including among other things, an option to purchase or sell a security.
J. Securities.
All securities as defined in Section 202(a)(18) of the Advisers Act. Securities include all investment instruments commonly viewed as securities, including common stock, options, warrants, rights to acquire Securities, convertible instruments, as well as derivative instruments, whether issued in a public or private offering. Securities also includes working interests in oil and gas projects like those in which the Company’s Advisory Clients invest.
K. Supervised Persons.
The Company has determined that given its size and business structure, all employees are Supervised Persons (as defined in the Manual) and will be categorized as Access Persons, unless otherwise determined by the CCO. Consultants may also be included as Supervised Persons and/or Access Persons, if the services they provide require access to certain types of information which would put them in position of sufficient knowledge to necessitate supervising their trading activities under the Company’s Code, such as, by way of example, Consultants that spend significant time on Company premises or have access to the Company’s files (including electronic systems). The CCO will periodically review each consultant’s circumstances to determine if such consultant should be covered by the Code (See Section X.E. below for additional information).
All other terms used in the Code that are not defined herein have the same meaning ascribed to them in either the Advisers Act, the 1933 Act or the 1934 Act.
III. Standards of Conduct
A. Duties of Care & Conduct. All Supervised Persons:
1. Have an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of the Advisory Clients first and not take inappropriate advantage of their positions;
2. Must ensure that all personal Securities transactions and other activities are conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of a Supervised Person’s position of trust and responsibility (see Section III.C below for more on Conflicts of Interests);
3. Are prohibited from engaging in any act, practice, or course of business which results in the distribution to unauthorized persons of material nonpublic information of public Company learned in the course of business, pursuant to the requirements established by the insider trading policy discussed in Section IV.B. below;
4. Have a duty to ensure that independence is maintained in the investment decision-making process; and
5. Must comply with all applicable laws, rules and regulations, particularly Federal Securities Laws.
B. Advisory Client Securities Transactions. In connection with the purchase or sale, directly or indirectly, of Securities held or to be acquired by an Advisory Client, Supervised Persons are not permitted to:
1. Employ any device, scheme or artifice to defraud an Advisory Client;
2. Make any untrue statement of a material fact or omit material facts that are necessary to make any statement not misleading;
3. Engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon an Advisory Client; or
4. Engage in any manipulative practice with respect to an Advisory Client.
C. Conflicts of Interest.
Conflicts of interest among Advisory Clients may arise where the Company or its Supervised Persons have reason to favor the interests of: (i) one Advisory Client over another Advisory Client (e.g., Funds with a larger number of investors versus Funds with fewer investors; Funds in which employees of the Company have made personal investments versus those in which employees have not invested), or (ii) their own interests or those of the Company over those of the Advisory Client. Inappropriate favoritism of one Advisory Client over another Advisory Client or placing the Company’s or Supervised Person’s interests above those of an Advisory Client’s interests would constitute a breach of fiduciary duty. Accordingly, Supervised Persons and the Company are required to avoid, mitigate against and/or resolve any Conflicts of Interest. Supervised Persons faced with a potential conflict must report the circumstances surrounding the potential conflict to the CCO and work with the CCO to avoid, mitigate and/or resolve such conflict.
D. Governance.
The standards set forth in Sections A-C above, govern all conduct whether or not the conduct is also covered by more specific provisions of the Code. Supervised Persons are encouraged to raise any questions concerning the Code with the CCO and seek the CCO’s help when determining whether their personal or professional activities, such as a proposed personal Securities transaction, are or may be prohibited by the Code. The CCO is ultimately responsible for administering, monitoring and reviewing such procedures to ensure that they are accomplishing their stated goal.
IV. Restrictions on Personal Securities Transactions
A. Restricted Securities.
Supervised Persons shall not purchase any Security or sell, directly or indirectly, any Security in which he or she has any direct or indirect Beneficial Ownership which at the time of such purchase or sale:
1. Was on the Company’s Restricted Securities List attached hereto (See Exhibit A-1) or a publicly traded exploration and production oil and gas company or pipeline company that has substantial activities in the US Gulf of Mexico. The Restricted Securities List will be reviewed and updated periodically. When the Company enters into a non-disclosure or confidentiality agreement with a public entity or its subsidiary, that public entity will be added to the Restricted Securities List.
2. Is a New Issue Equity Security.
B. Insider Trading Policy.
The term “insider trading” is not defined in the Federal securities laws but generally is used to refer to the use of material non-public information (“MNPI”) to trade in Securities (whether or not the person is an “insider”) or to communicate material non-public information to others. An insider includes all current and former employees, officers, or directors of an issuer of Securities. A person can be a “temporary insider” if they enter into a confidential relationship in the conduct of the issuer’s affairs and as a result is given access to information which may include MNPI for such purpose. As a result of the Company’s investment activities on behalf of its Advisory Clients it and its employees may be considered temporary insiders when performing due diligence on prospective investments, entering into joint ventures and other business relationships or participating in industry conferences.
All Supervised Persons are prohibited from (i) trading Securities, either personally or on behalf of others, while in possession of MNPI concerning publicly traded securities, (ii) communicating MNPI to others whether relatives, friends, clients, acquaintances or others (sometimes referred to as “tipping”; which activity violates securities laws and can result in the same civil or criminal penalties that apply to insider trending – even if you did not trade or gain any benefit from the other person’s trading), or (iii) knowingly assisting someone in these activities.
This insider trading policy should be interpreted broadly to prevent any situation capable of harming the Company’s reputation for professionalism and integrity.
Information is MNPI when it is both non-public and material. Information is non-public until it has been effectively communicated to the marketplace, as demonstrated by some fact that demonstrates the information has been made public and the investing public has had time to absorb the information. For example, information found in a report filed with the SEC, appearing in financial publications or on broadcast news or streaming platforms would be considered public. As a precaution, information should not be considered “public” until the second full trading day after the information is released. Material information is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or information that is reasonably certain to have a substantial effect on the price of a Security. Examples of information that may be material include (list is not exhaustive): (i) undisclosed financial information (e.g. earnings or estimates, changes in dividend policy, liquidity concerns, commencement of or developments in litigation); (ii) undisclosed operational developments (e.g. new products or natural resource discoveries, changes in management, potential governmental or regulatory developments); and (iii) undisclosed proposed business activities (e.g. mergers, acquisitions, sales or divestitures, restructuring, refinancing).
Legal penalties for trading on or communicating MNPI, even if the person does not personally benefit from the violation, can include: (i) civil injunctions; (ii) damages in civil suits; (iii) disgorgement of profits; (iv) criminal liability – prison; (v) heavy fines for the person who committed the violation, their employer or other controlling person; and (vi) prohibition from employment in the securities industry. Employees of the Company may be terminated.
1. Issues Regarding Inside Information. Any information related to or involving a public company or a transaction involving a public company should be considered MNPI. If you are uncertain if information available to you is or could be MNPI, you should take the following steps: (a) report the information to the CCO; (b) do not share the information with anyone, other than the CCO; and (c) refrain from trading on any related securities. When Access Persons participate in meetings with representatives of a public company, they must make efforts to avoid discussing MNPI. If MNPI is acquired or information is shared that may be considered MNPI, such information must be reported to the CCO.
2. Protection of MNPI. Information that is MNPI should not be shared with others, unless such person needs the information in the course of the Company’s business. Appropriate steps must be taken to maintain the confidentiality of such MNPI.
If the CCO determines that the information is not MNPI, you may be permitted to transact on the subject Securities (subject to compliance with the Code). If the CCO determines the information is MNPI, the public company to which such information relates will be placed on the Company’s Restricted Stock List. The CCO may consult with senior management or outside counsel.
C. Prior CCO Approval For Certain Transactions.
Access Persons are required to obtain prior written approval from the CCO before undertaking any of the following transactions (each a “Transaction”).
1. Private Placements.
2. Advisory Client Interests. An investment in an Advisory Client by buying such interest (the “Advisory Client Shares”) from an existing shareholder in the Advisory Client (the “Sellers”). No such transaction will be approved if:
a. the Seller is not aware that the Supervised Person has access to information about the Advisory Client that the Seller may not have; and
b. the Seller is unable or refuses to deliver a certification and release to the Company acknowledging that: (i) Seller understands that the Supervised Person has/or may have information about the Advisory Client that the Seller does not have and has not been given access to; (ii) Seller is a sophisticated investor and has determined, independently or in consultation with Seller’s personal financial Company, tax and/or legal counsel, to sell the Advisory Client Shares to the Supervised Person, (iii) Seller or Seller’s representative negotiated the terms of the sale, including the sale price, with the Supervised Person and that such sale price may be significantly lower than the amount the Seller could receive if Seller retained the Advisory Client Shares; and (iv) releases and holds harmless the Company , and its affiliates, employees and representatives, from all claims or liability (known or unknown) arising out of or in connection with the Seller’s ownership of the Advisory Client Shares and the sale of such Advisory Client Shares to the Supervised Person; and
c. the transaction cannot be approved under the terms of the subject Advisory Client’s governing documents.
3. Sale of Restricted Security. The transfer of a Restricted Security (as defined in Item IV.A. above) that the Supervised Person owned or had a beneficial interest in on the first day of employment with the Company or on the day the Restricted Security was added to the Restricted Securities List, if the CCO has not requested the disposition of such Restricted Security.
4. Acquisition or Sale of Securities on Restricted Security List of an Affiliate. Any acquisition or sale of a security that is on the Restricted Securities List of any advisory affiliate of the Company. (See Exhibit A-2 – Restricted Securities List of Affiliate(s)).
The Company’s approving any Transaction for purposes of the Code does not constitute advice or a recommendation as to the advisability or suitability of the Transaction.
V. Exempt Transactions: The prohibitions in Sections III and IV of the Code shall not apply to the following transactions:
A. Purchases or Sales of Securities effected in any account over which a Supervised Person has no direct or indirect influence or control. Supervised Persons should consult with the CCO if they are uncertain about whether they have influence or control over the subject Security; and
B. The exercise of rights to purchase Restricted Securities, which rights were granted by an issuer on a pro rata basis to the Supervised Person as an employee of the issuer or as a member of a class of holders of the issuer’s Securities (e.g. a Stock Option Plan) prior to the date when such Supervised Person became an employee of the Company and the issuer controls the dates when the rights to purchase the subject Restricted Securities may be exercised. A Supervised Person will be deemed to have acquired such rights prior to employment with the Company if they had the ability to become vested in such rights without additional action on the part of the Supervised Person. Supervised Persons should provide the CCO with copies of any documents governing the Supervised Person’s rights to purchase such Restricted Securities.
VI. Holdings and Transaction Reporting Requirements; Trading Monitoring
Supervised Persons must submit to the CCO an initial certification and provide the CCO with a list of all brokerage or other accounts that have the ability to hold securities (excluding 401(k) accounts) within 10 days of being designated an Access Person or receipt of the Manual (if a new employee). Information in such holdings report must be as of a date that is not more than 45 days prior to the date the person was designated an Access Person. Supervised Persons must also provide the CCO with notice upon opening or closing any account that must be monitored for trading activities.
The CCO or a delegate, under the supervision of the CCO, shall review each Supervised Person’s trading activities on no less than quarterly basis. The CCO or a delegate will review all brokerage confirmations and transactions that are reported through the ACA portal and account statements for Access Persons whose accounts do not report through ACA for violations of this Code.
VII. Prohibited Business Conduct – Pre-approval Requirements
A. Subject to the parameters set forth below, Supervised Persons of the Company will need to obtain prior approval from the CCO to participate in any of the following activities.
1. Outside Employment, Business Affiliations or Directorships. While the Company recognizes that employees may engage in business or charitable activities on their own time, any such activities must avoid conflicts of interest with the Company’s business and that of the Advisory Clients. Accordingly, any outside employment, directorship or other business affiliation or charitable activities must be pre-approved by such Supervised Person’s department manager and the CCO. The Company discourages Supervised Persons from engaging in outside business activities that may interfere with their duties with the Company. Directorships or officer appointments with investments of the Advisory Clients will be deemed approved. The CCO or a delegate will maintain records of all outside business activities.
2. Gifts and Entertainment. The purpose of business gifts and entertainment in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage. Generally, Supervised Persons should not accept, offer to or give, or exchange gifts, favors, entertainment, special accommodations, or other things of material value that is or could be viewed as being (x) a quid-pro-quo exchange; (y) designed to, aimed at or having the effect of influencing decision-making of the Supervised Person or any person or entity that does or seeks to do business with or on behalf of the Company and/or any Advisory Client, or (z) overly generous such that the recipient could feel beholden to the giver and such person’s firm/employer.
Note: This general principle applies in addition to the more specific guidelines set forth below.
a. Cash. No Supervised Person may accept cash or cash equivalents from or give or offer cash or cash equivalents to a person or entity that does or is seeking to do business with or on behalf of the Company and/or an Advisory Client.
b. Non-Cash Gifts – Requiring Pre-Approval. Supervised Persons must obtain approval from the CCO before they may accept, give or offer any gift, service, or other thing of more than de minimus value from or to any person that does or is seeking to do business with or on behalf of the Company and/or an Advisory Client. For purposes of the Code, de minimus is one-hundred dollars ($100), in the aggregate, per person per calendar year.
c. Entertainment. Supervised Persons must obtain prior approval from the CCO for any entertainment that (a) has a total value of $500 or more (value includes cost of ticket(s) or entrance fee(s), food, beverages, parking, lodging and other amenities (if any)) and (b) will be attended by the Supervised Person and US Persons that do or are seeking to do business with or on behalf of the Company and/or an Advisory Client. Business entertainment events (such as, by way of example, a dinner, sporting, hunting, fishing or similar event) may be provided to US persons or entities or accepted by Supervised Persons from US Persons or entities without prior approval if the total value of such event is less than $500 (value includes cost of ticket(s) or entrance fee(s), food, beverages, parking, lodging and other amenities (if any)) provided the Supervised Person or third-party host (as the case may be) providing the event attends the event. For purposes of the Code, the $500 value is an aggregate per calendar year. Accordingly, if the $500 limit is exceeded with one event, all future events, if any, during that calendar year will require prior approval.
d. Gifts & Entertainment Log. All Supervised Persons must maintain a log through the Company’s compliance monitoring portal providing the following: (a) a detailed description of such gift/entertainment event; descriptions related to entertainment must include details concerning food, beverages, lodging, transportation and other amenities (if any) given or received in connection with such entertainment event; (b) whether the gift or entertainment was given or received; (c) the name, title and company of the person to or from whom the gift was sent/received or entertainment was provided; (d) the value of such gift/entertainment (value for entertainment must include the value of components of the event – entrance fee/ticket, food, lodging, transportation etc. that was provided); and (e) if date on which approval was received if prior approval was required. When reporting the value for gifts/entertainment received, the Supervised Person should provide estimates based on publicly available information if the actual value is not available.
e. Requests for Approval. When requesting approval to make or accept a gift or attend an entertainment event (as the case may be) under the foregoing guidelines, the Supervised Person making such request for approval must provide the details that would be provided in a Gifts & Entertainment Log and describe how the gift and/or attending the event would not create an unfair advantage, influence the recipient’s decision-making or make the recipient feel beholden to the person making the gift or providing the entertainment.
3. Anti-corruption Laws; Foreign Corrupt Practices Act: As of the effective date of the Code, all of the Investments managed by the Company are all based in the United States of America. The Company has determined that the Foreign Corrupt Practices Act (the “FCPA”) does not apply to its Investment process. In the event the Company is retained by an Advisory Client that makes an investment located outside the United States, the Company will establish additional policies designed to ensure the Company complies with any applicable provisions of the FCPA, if any. Ridgewood Infrastructure manages one or more Advisory Clients that is domiciled in the Cayman Islands and/or has non-US investors. As a result, notwithstanding anything to the contrary in the Gifts & Entertainment policy described above, to avoid any inadvertent violation of the FCPA or similar anti-corruption laws, all Supervised Persons wishing to make a gift to, accept a gift from or attend an entertainment event with a non-US person must obtain prior written approval from the Company’s CFO or COO (as the case may be) and the CCO. Requests for approval must be consistent with the guidelines provided in Section VI.A.2. above. Approval will NOT be granted if such gift or entertainment, under the circumstances, is or could be construed to be designed to:
• Influence a government official to act in his or her capacity;
• Secure an unfair or improper advantage such as, by way of example, to improperly influence a decision to invest in a Fund sponsored and managed by the Company or grant the Company with permits or business licenses for which it may otherwise not qualify; or
• Induce a foreign government official to act outside of his/her lawful duty.
The Company understands that in some countries, it may be the local standard to make payments to certain non-US low-level public officials to facilitate or expedite routine actions (“facilitation payments”). Given the difficulty if discerning between facilitation payments and bribes, no such facilitation payments can be made without first receiving the approval of the CCO and the CFO or President & Partner of the Company. Facilitation payments should only be considered in extremely limited circumstances and only after consultation with local counsel to confirm such payments are not violative of local laws and regulations. To the extent possible, the Company should consider whether there are other processes to achieve the desired action without the making of a facilitation payment.
B. No Supervised Person shall, either directly or indirectly:
1. Engage in any business transaction or arrangement for personal profit based on material non-public information gained by way of employment or affiliation with the Company.
2. Communicate MNPI about security transactions of an Advisory Client whether current or prospective, to anyone unless necessary as part of the regular and ordinary course of the Company and/or the Advisory Clients’ business.
3. Buy or sell any Security or any other property from or to an Advisory Client without the prior approval of the Company’s CFO or President & Partner (as the case may be) and the CCO.
VIII. Policy on Political Contributions
The Company has adopted a policy on political contributions attached hereto as Exhibit B. This Policy is particularly important to the Company’s sponsorship of Funds whose investor base are institutional investors that may include, by way of example, government pension funds.
IX. Reinforcement, Reporting and Sanctions
The Code is designed to detect and prevent fraud against Advisory Clients and to avoid even the appearance of impropriety.
To provide assurance that policies are effective, the CCO or CCO designee is required to monitor Supervised Persons’ personal securities transactions for violations against the restrictions outlined in the Code, as well as any suspicious trading or patterns of trading that may violate the Federal Securities Laws. Other internal auditing and compliance review procedures may be adopted from time to time. Appropriate records will be kept, in the form, and for the time periods, required by applicable law, including records of compliance monitoring, reporting by Supervised Persons, approvals of various transactions, and disciplinary actions.
Any violations of the Code must be reported to the CCO. In response to a violation of the Code, the Company may impose sanctions as it deems appropriate under the circumstance, including, but not limited to, letters of reprimand, suspension or termination of employment and notification to regulatory authorities in the case of Code violations which also constitute fraudulent or illegal conduct. The CCO, in consultation with senior management or outside counsel (depending on the violation), will make recommendations regarding sanctions for violations and refer such recommendations to the appropriate senior executive of the Company (with the authority to make a final determination) who will determine what, if any, sanctions will be imposed. Depending on the nature of the violation(s), sanctions may include termination of employment. Any sanctions imposed with respect thereto shall be reported to the CCO and such sanctions shall be reflected in the employment file(s) of the person(s) who is subject to the sanctions.
The existence of personal financial or other emergencies do not excuse employees from compliance with the Code.
X. Administration & Amendments to the Code
A. Compliance Certification and Acknowledgement.
Each employee of the Company will be required to submit quarterly certifications acknowledging, among other things, that they have received, read and understand the contents of the Manual, including its Exhibits and they will comply with its terms.
B. Amendments.
The Code may be amended by the CCO from time to time. Material amendments shall be distributed to all relevant persons and records shall be kept of their acknowledgement of receipt of such an amended Code.
C. Training and Education.
The CCO is responsible for educating Supervised Persons regarding the Code. Such training will occur periodically as the CCO determines appropriate and necessary.
D. Certifications & Logs.
The CCO has implemented the use of a compliance monitoring portal that allows the Company to manage monitoring of Supervised Person accounts, processing annual and new employee certifications, reviewing/approving all requests for approval of any transaction, outside business activity, political contribution or otherwise and maintenance of all gifts and entertainment logs electronically. If a Supervised Person’s account is not eligible for electronic transmission through the compliance monitoring portal, such Supervised Person must deliver or arrange to have delivered to the CCO, a copy of the monthly and/or quarterly statement for each account the CCO is required to monitor under the Code. Upon opening a new account that must be monitored each Supervised Person must notify the CCO of the opening of such account and log the new account into the compliance monitoring portal. Until the CCO is able to establish a transaction feed through compliance monitoring portal, the Supervised Person will provide or arrange to have delivered to the CCO, a copy of the monthly and/or quarterly statement for the account.
E. Consultants.
Depending on the type of services the consultant will provide, the location of such services and frequency with which such person interacts with Ridgewood’s personnel, the CCO may determine that the consultant should be considered a Supervised Person and/or Access Person subject to supervision under the Code or of medium compliance risk not warranting supervision. If such consultant is not so designated, such consultant will need to confirm it has a code of ethics designed to adequately address potential conflicts of interests, avoid violations of the FCPA or such other applicable law and avoid insider trading violations. Further, the Consultant may be asked to provide periodic certifications and attend training sessions. As the Restricted Stock List is updated a copy of same will be shared with each Consultant that the CCO has identified as moderate to high risk. If circumstances warrant, as indicated herein, a consultant may be considered a Supervised Person subject to the terms of this Code.
F. CCO Approval.
To ensure all pertinent facts are considered when reviewing prior approval requests submitted under the Code, the CCO will generally consult with senior management concerning such requests.
G. Reporting of Code Violations.
The Company encourages employees to avoid even the appearance of a conflict of interest and to raise ethical questions, dilemmas, concerns or suggestions with appropriate individuals within the Company, including supervisors, managers, senior management, or human resources. Employee’s should follow the IRP adopted by the Company to which they provide services to report any such matters. Any such report will be promptly evaluated and/or investigated. A violation of this Code is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put them in a false light. Therefore, reports of suspected violations should always be made in good faith. The Company will not tolerate any retaliation against any person who provides information in good faith to the Company or law enforcement officials concerning a possible violation of any law, regulation or this Code.
H. Records of the Code.
Records will be maintained electronically. Account statements received in hard copy will be maintained in the Company’s Montvale, NJ office.
I. Capitalized Terms.
Unless otherwise defined in an Exhibit, all capitalized terms used in the Exhibits shall have the meaning ascribed to them in this Code of Ethics.
J. Additional Information.
For additional information about the Code or any ethics-related questions, please contact the CCO.
K. Filing Responsibility; Publication of this Code; Waivers.
• The Company’s senior officers – the CFO and President and Partner – are ultimately responsible for taking all necessary steps to ensure that all filings made by its Advisory Clients are full, fair, accurate, timely and understandable.
• This Code (as amended) will be posted and maintained on the Company’s website and posting will be disclosed in the Annual Report on Form 10-K for those Advisory Clients that are required to file such reports.
• Any waiver of this Code with respect to a senior officer of an Advisory Client:
— Shall be disclosed within five (5) days of such action in a filing on Form 8-K with the Securities and Exchange Commission.
— Shall be reported in the Advisory Client’s next periodic report with the SEC if not previously reported on a Form 8-K.
• Records of any disclosures relating to waivers of this Code shall be retained for no less than five years.
Effective: December 2025