Code of Ethics | Ridgewood Energy

Ridgewood Energy Corporation (“Energy” or the “Company”) has adopted a Code of Ethics consistent with Rule 204A-1 (the “Rule”) of the Investment Advisers Act of 1940 (“Advisers Act”). This Code of Ethics, together with The Ridgewood Company Code of Ethics (See Exhibit A), serves as the Company’ Code of Ethics (“Code”).

Statement of General PolicyThe Company and its personnel owe a fiduciary duty to its clients. A fiduciary is a person or entity that acts in certain matters on behalf of another person or entity. 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 Company and its personnel must avoid activities, interests and relationships that run contrary (or appear to run contrary) to the best interests of their clients. The Code sets forth specific standards for Company and its personnel when fulfilling the Company’ respective fiduciary responsibilities.
All employees are also required to read, understand and comply at all times with the Code, including The Ridgewood Company Code of Ethics (Exhibit A), which contains standards of business conduct that the Company and their affiliates require of their employees such as: (i) the expectation that all employees perform their duties in an honest and ethical manner; (ii) the requirement that employees ensure that all disclosures in reports and documents are complete, fair, accurate, timely and understandable; and (iii) the requirement that no employee retaliate against any other employee who provides information in good faith to any of the affiliated Ridgewood Company, law enforcement officials or regulatory agencies concerning a possible violation of law or regulation (see also the Ridgewood Company Internal Reporting Procedures).

The Chief Compliance Officer (“CCO”) and the Legal Department are responsible for enforcing the Code. All persons subject to the Code are required to report any violations of the Code of which they become aware to the CCO. When any doubt exists regarding any Code provision or whether a conflict of interest might exist with regard to an Advisory Client (see definition below), you should discuss the transaction beforehand with the CCO.
Definitions: As used in the Code, the following terms have the meaning provided below:
1. Company. For purposes of this Code, Energy.
2. 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’ Compliance Manual to which this Ethics Code is an Appendix).
3. Access Person.
  1. Any employee, temporary personnel, officer, director, or any other person providing investment advice on behalf of the Company that is subject to the supervision and control of the Company 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; or
    3. has access to non-public Securities recommendations to Advisory Clients.
  2. Any director, trustee, officer, or employee of any Advisory Client.
  3. 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.
  4. 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.
4. 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 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.
5. Chief Compliance Officer (“CCO”). The person designated by the Company as CCO or a properly designated delegate. See Schedule 1 to the Manual for the name of the CCO.
6. 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.
7. Investment Committee Member. Each person who is a member of an Investment Committee and, in connection with his or her regular functions or duties, makes or participate in making recommendations and investment decisions regarding the purchase or sale of securities affecting an Advisory Client.
8. 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.
9. 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.
10. 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.
11. 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.
12. Securities. All securities as defined in Section 202(a)(18) of the Company’s 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.
13. Supervised Persons. All (i) Access Persons and Non-Advisory Directors or Officers; (ii) other employees of the Company who are directly or indirectly involved in the Company’s investment advisory business (including solicitation activities related to investment advisory services) or have access to non-public information related to investment advisory services of the Company; and (iii) other persons who provide advice on behalf of the Company and are subject to the Company’s supervision and control. With regard to item (iii), depending upon the circumstances, the following may be “Supervised Persons” of the Company: temporary workers, consultants, independent contractors, interns, certain employees of affiliates, or particular persons designated by the CCO.
  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.
Standards of Conduct
1. 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 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” (attached hereto as Exhibit B). Although Access Persons are most likely to come in contact with material nonpublic information, the prohibition on insider trading and potential sanctions applies to all Supervised Persons; and
  4. Have a duty to ensure that independence is maintained in the investment decision-making process.
  5. Must comply with all applicable laws, rules and regulations, particularly Federal Securities Laws.
2. 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 omits 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 or to securities including price manipulation.
3. 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 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). Inappropriate favoritism of one Advisory Client over another Advisory Client 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.
4. 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 CCOs help when determining whether their activities, including 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.
Restrictions on Personal Securities Transactions – Access Persons
1. Restricted Securities. Access 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 Restricted Securities List attached hereto (See Exhibit C-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 is not intended to be exhaustive. The Restricted Securities List will be reviewed and updated periodically.
  2. Is a New Issue Equity Security.
2. Prior CCO Approval For Certain Transactions. Access Persons are required to obtain prior written approval from the CCO and from a the CFO or COO or higher-level executive (as the case may be) (See Schedule 1 to the Manual for the names of other executives) before undertaking any of the following transactions (each a “Transaction”):
  1. Private Placements. An outside investment in any investment that cannot be made through a Financial Industry Regulatory Authority, Inc. (“FINRA”) Member Firm and/or is considered a Reg. D private placement (including the Advisory Clients or Funds of affiliated entities);
  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:
    1. the Seller is not aware of the Access Person’s status as an Access Person and that as a result, the Access Person has access to information about the Advisory Client that the Seller may not have; and
    2. the Seller is unable or refuses to deliver a certification and release to the Company acknowledging that: (i) Seller understands that the Access 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 Access Person, (iii) Seller or Seller’s representative negotiated the terms of the sale, including the sale price, with the Access 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 Access Person; and
    3. 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 Access Person owned or had a beneficial interest in on the first day of employment with the Company or immediately prior to becoming an Access Person, 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. Access Persons are required to obtain approval for any acquisition or sale of a security that is on the restricted securities’ list of any advisory affiliate of the Company. (See Exhibit C-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.
Exempt Transactions: The prohibitions in Sections III and IV of the Code shall not apply to the following transactions by Access Persons:
1. Purchases or Sales of Securities effected in any account over which an Access Person has no direct or indirect influence or control. Access Persons should consult with the CCO if they are uncertain about whether they have influence or control over the subject Security; and
2. The exercise of rights to purchase Restricted Securities, which rights were granted by an issuer on a pro rata basis to the Access 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 Access Person became an employee of the Company. An Access Person will be deemed to have acquired such rights prior to employment with the Company if he/she had the ability to become vested in such rights without additional action on the part of the Access Person. Access Persons should provide the CCO with copies of any documents governing the Access Person’s rights to purchase such Restricted Securities.
Prohibited Business Conduct
1. Supervised Persons of the Company may not participate in any of the following activities without obtaining prior written approval from both the head of such Supervised Person’s Department and the CCO; or in the case of Access Persons from the CFO, COO or higher- level executive (as the case may be) and the CCO (See Schedule 1 of the Manual for the names of other executives).
  1. Outside Employment, Business Affiliations or Directorships. Accept any outside employment, directorship or other business affiliation with organizations outside of the Company. The Company discourages Supervised Persons from engaging in outside business activities that may interfere with their duties with the Company. (See NASD FINRA Rule 3270 Memo – 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 gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm.Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing the decision- making from any person or entity that does or seeks to do business with or on behalf of the Company and/or any Advisory Client.
    Note. This general principal applies in addition to the more specific guidelines set forth below.
    1. Cash. No Supervised Person may accept, or give or offer to give cash gifts or cash equivalents from or to a person or entity that does business with or on behalf of the Company and/or an Advisory Client.
    2. Non-Cash Gifts. No Supervised Person may accept, or give or offer to give, any gift, service, or other thing of more than de minimus value from or to any person or entity that does business with or on behalf of the Company and/or an Advisory Client, without pre-approval by the CCO. De Minimis. For purposes of the Code, de minimus is one-hundred dollars ($100) per person or entity per calendar year.
    3. Entertainment. No Supervised Person may accept, give or offer to give, extravagant or excessive entertainment from or to any person or entity that does or seeks 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 so long as (i) the total value of such event is less than $1,000 (value includes cost of ticket(s) or entrance fee(s), food, beverages, parking, lodging and other amenities (if any)) and (ii) the Supervised Person or third-party host (as the case may be) providing the event attends the event. Supervised Persons, including Access Persons, wishing to attend an event that is valued at $1,000 or more must obtain prior written approval from such Supervised/Access Person’s direct supervisor and the CCO or, in the case of Access Persons, from the Company’s CFO or COO and the CCO.
    4. Gifts & Entertainment Log. All Supervised Persons must maintain a log 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 the value is $1,000 or more, date on which approval was received. 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. Gifts and entertainment logs must be delivered to the CCO on a quarterly basis.
    5. Requests for Approval. When requesting approval to make or accept a gift or attend an entertainment event (as the case may be) that required prior approval 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, including Access 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 such Supervised/Access Person’s direct supervisor and the CCO or, in the case of Access Persons, 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.e. 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 COO 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.
2. 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 material non-public information 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 a the CFO or COO (as the case may be) of the Company and the CCO.
Holdings and Transaction Reporting Requirements for Access Persons. Access 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 15 days of becoming an Access Person or receipt of the Manual (if a new employee). Access Persons must also provide the CCO with notice upon opening or closing any account that will be monitored for trading activities.
Policy on Political Contributions. The Company have adopted a policy on political contributions attached hereto as Exhibit D. This Policy is particularly important to the Company’ sponsorship of Funds whose investor base are institutional investors that may include, by way of example, government pension funds.
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 Access Persons’ personal securities transactions for violations against the restrictions outlined in Sections III, IV and VI above, 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 Access 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 the Senior Vice President – Legal, as needed, 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 for review. 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.
Administration & Amendments to the Code.
1. Compliance Certification and Acknowledgement. Each employee the Company will be required to submit Compliance Certification and Acknowledgement annually 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.
2. 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.
3. 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.
4. Certifications, Approvals & Logs. The CCO has implemented the use of ComplySci, a compliance monitoring portal that allows the Company to manage monitoring of Access 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 an Access Person’s account is not eligible for electronic transmission through ComplySci, such Access 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, if the account is eligible for feed through ComplySci, each Access Person must notify the CCO of the opening of such account and log the new account in ComplySci. Until the CCO is able to establish a transaction feed through ComplySci, the Access Person will provide or arrange to have delivered to the CCO, a copy of the monthly and/or quarterly statement for the account.
5. Records of the Code. Records will be maintained electronically. Account statements received in hard copy will be maintained in the office of the CCO.
6. 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.
7. Additional Information. For additional information about the Code or any ethics-related questions, please contact the CCO.

Effective: January 2022