Exhibit 14
THE RIDGEWOOD COMPANIES
CODE OF ETHICS
1. Application and Purpose
This Code of Ethics (this "Code") shall apply to all employees and officers
of Ridgewood Renewable Power, LLC, Ridgewood Energy Corporation, Ridgewood
Capital Management, LLC (the "Ridgewood Companies"), including employees and
officers of The Ridgewood Companies affiliates and subsidiaries ("Employees"),
including, but not limited to, the power trusts: Ridgewood Electric Power Trust
I, Ridgewood Electric Power Trust II, Ridgewood Electric Power Trust III,
Ridgewood Electric Power Trust IV, Ridgewood Electric Power Trust V, and The
Ridgewood Power Growth Fund (collectively the "Power Trusts"). Every Employee
must be familiar with and understand the provisions of this Code. The purpose of
this Code is to promote:
o Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
o Full, fair, accurate timely and understandable disclosure in reports
and documents that the Power Trusts file with, or submits to, the
United States Securities and Exchange Commission and, as to the Power
Trusts and Ridgewood Companies, in other public communications;
o Compliance with applicable governmental laws, rules and regulations;
o The prompt internal reporting of violations of this Code; and
o Accountability for adherence to this Code.
2. Honest and Ethical Conduct
All Employees shall perform their duties in an honest and ethical manner.
This includes:
o Avoiding situations in which their personal, family or financial
interests conflict with those of the Ridgewood Companies;
o Refraining from engaging in any activities that compete with the
Ridgewood Companies, or which may compromise its interests;
o Refraining from taking any business or investment opportunity
discovered in the course of employment with or service to the
Ridgewood Companies that the Employee knows, or should have or has
reason to know, would benefit the Ridgewood Companies, or any of them;
and
o Complying with all applicable governmental laws, rules and
regulations.
The Ridgewood Companies encourage 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 Ridgewood Companies,
including supervisors, managers, senior management, or human resources. The
Ridgewood Companies have since their inception encouraged such issues to be
raised and, based upon prior experience, many, if not most, of these issues can
be addressed informally, after appropriate discussion and analysis.
If any Employee would feel uncomfortable in any way raising ethical issues
as set forth above, or if they raise such issues and they are not resolved
appropriately, then s/he should consult with the Manager of HR or the General
Counsel (the "Ethics Officer(s)"). The Ethics Officer(s) will also follow the
procedures described in Section 4 below. Any Employee who becomes involved in a
situation that gives rise to an actual conflict of interest must promptly inform
the Ethics Officer(s) of such conflict.
3. Full, Fair, Accurate, Timely and Understandable Disclosure
The Ridgewood Companies are committed to ensuring that all disclosures in
reports and documents that the Power Trusts file with, or submits to the SEC, as
well as other public communications made by the Ridgewood Companies in general
are full, fair, accurate, timely and understandable. The Ridgewood Companies'
CEO and CFO ("Senior Officers") are ultimately responsible for taking all
necessary steps to ensure that this occurs. All Company Employees shall take
appropriate steps within their area of responsibility to ensure the same.
4. Internal Reporting of Code Violations
Any Employee who in good faith believes or suspects that any portion of
this Code has been violated (including any violation of Section 3 of this Code)
and does not feel comfortable addressing the issue with individuals identified
in Section 2 should immediately report such violation to the Ethics Officer(s).
Any such report will be promptly evaluated and/or investigated. While the
Ridgewood Companies strongly prefer that any individual who wishes to make such
a complaint to identify him/herself (to assist in the understanding of the
concerns expressed), any person may make such a complaint anonymously. Any
person reporting such a violation should be prepared to provide as much detail
as possible about the suspected violation, including the individuals involved,
the nature of the violation, documentation of the violation, or any other
information which may be helpful in the Ridgewood Companies' evaluation and, if
necessary, investigation of the complaint. Prompt disclosure to the appropriate
parties is vital to ensure a thorough and timely evaluation and appropriate
resolution. 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 him or her in a false light. Therefore,
reports of suspected violations should always be made in good faith.
5. No Retaliation.
The Ridgewood Companies will not tolerate any retaliation against any
person who provides information in good faith to the Ridgewood Companies or law
enforcement official concerning a possible violation of any law, regulation or
this Code. Any Employee who violates this rule may be subject to civil, criminal
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and administrative penalties, as well as disciplinary action, up to and
including termination of employment.
6. Consequences for Non-Compliance with this Code
Corrective Actions. Any violation of applicable law or any deviation from
the standards embodied in this Code will result in appropriate corrective and/or
disciplinary action, up to and including termination of employment.
Required Government Reporting. Whenever conduct occurs that requires a
report to the government, the Ethics Officer(s), shall be responsible for
complying with such reporting requirements.
7. Publication of this Code; Amendments and Waivers
o This Code will be posted and maintained on the Company's website and
posting will be disclosed in each Power Trust's Annual Report on Form
10-K.
o Any amendment to or waiver of this Code with respect to a Senior
Officer of the a Power Trust:
o Shall be disclosed within five (5) days of such action in a
filing on Form 8-K with the Securities and Exchange Commission.
o Shall be reported in the Power Trust's next periodic report with
the SEC if not previously reported on a Form 8-K.
o Records of any disclosures relating to waivers of this Code shall be
retained for no less than five years.
Adopted by March 1, 2004.