1057076--12/14/2007--RIDGEWOOD_POWER_GROWTH_FUND

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RISKS INHERENT IN THE BUSINESSES OF THE FUND The Fund has material weaknesses in its disclosure controls and procedures. The Fund s investment in the Egyptian water desalinization business depends on the willingness and ability of tourists to travel to the Egyptian Red Sea resort areas. Factors that reduce that tourism, including acts of terrorism, could have an adverse impact on the business of the Fund. The Fund s hydroelectric business can be affected by adverse weather conditions. The Fund has a significant portion of its investments located outside the United States that can be affected by events beyond the Fund s control. The operations of the Fund have limited capital, limited access to new capital and have obligations to third parties for borrowed money. The operations of the Fund may experience competitive price pressure and competition for project development opportunities. The Fund may experience delays and cost overruns in the development of new projects. The projects of the Fund depend on the near-continuous operation of their equipment. Should the productivity of some or all of this equipment be compromised or should the equipment fail altogether, the Fund would be adversely affected. The Fund may also experience difficulty in hiring qualified operating personnel. The projects of the Fund are subject to regulatory changes (including changes in environmental regulations) that may have an adverse impact on the Fund. REFI must arrange for feedwater, for the disposal of reject water and for a supply of electricity to operate its projects. The Fund may become involved in litigation. The Fund s UK landfill methane business depends on the production of landfill methane from the landfill sites on which they operate and access to that gas production. Certain of the RUK projects sell their electricity and ROC output at open market prices and could be adversely affected should prices fall substantially. RISKS RELATED TO THE NATURE OF THE FUND S SHARES The Fund s shares have severe restrictions on transferability and liquidity and shareholders are required to hold the shares indefinitely. Shareholders are not permitted to participate in the Fund s management or operations and must rely exclusively on the Managing Shareholder. The Fund s assets are generally illiquid and any disposition of Fund assets is at the discretion of the Managing Shareholder. The Fund indemnifies its officers, as well as the Managing Shareholder and its employees, for certain actions taken on its behalf. Therefore, the Fund has limited recourse relative to these actions. The Managing Shareholder is entitled to receive a management fee regardless of the Fund s profitability and also receives cash distributions. Cash distributions are not guaranteed and may be less than anticipated or estimated. Because the Managing Shareholder manages other electricity generation and infrastructure funds, it may have conflicts of interest in its management of the Fund s operations. TAX RISKS ASSOCIATED WITH AN INVESTMENT IN SHARES If the IRS audits the Fund, it could require investors to amend or adjust their tax returns or result in an audit of their tax.

Full 10-K form ▸

1057076--12/14/2007--RIDGEWOOD_POWER_GROWTH_FUND_/NJ