Ridgewood Infrastructure LLC

Item 5: Fees and Compensation
The Company is compensated for its services in accordance with the terms of the limited partnership agreement(s),
of each Fund Client and, in some instances, a management agreement (collectively, the “Fund Agreements”) and any
service management or other agreement it may enter into with Institutional Clients (the “Services Agreement”;
together with the Fund Agreements, the “Agreements”).
The following briefly describes the types of fees and cost reimbursements to which the Company may be entitled
under the Agreements. Depending on the Agreement, the Company may be entitled to: (i) management fees; (ii)
organizational and operational expenses; and (iii) a carried interest distribution.
            • Management Fees: Unless specifically identified in an Agreement, the Company does not impose
       a uniform schedule of management fees or carried interest for all Clients. If employees of RI or their affiliates,
       invest in a Fund Client, such investments do not pay management fees or carried interest.
                o   Ridgewood Water & Strategic Infrastructure Fund: The management fees for this vehicle are
                    0.65%, 0.97%, 1.10%, 1.20%, 1.30%, 1.40% or 1.5% of capital commitments depending on size
                    and timing of each investor’s commitment until the end of the investment period or the date when
                    the Manger earns a management fee from a new fund (whichever occurs first). Thereafter, the
                    management fee is stepped-down and is calculated as the product of the applicable management
                    fee rate and the sum the capital contributions to investments that have not been sold, permanently
                    written off or permanently write-down and such investor’s unfunded commitment that has been
                    committed to a particular investment pursuant to a binding agreement.
                o   Ridgewood Water & Strategic Infrastructure Fund II: The management fees for this vehicle are
                    1.00%, 1.10%, 1.20%, 1.30%, 1.40% or 1.50% of capital commitments depending on size and

                   timing of each investor’s commitment until the end of the investment period or the date when the
                   Manger earns a management fee from a new fund (whichever occurs first). Thereafter, the
                   management fee is stepped-down and is calculated as the product of the applicable management
                   fee rate and the sum the capital contributions to investments that have not been sold, permanently
                   written off or permanently write-down and such investor’s unfunded commitment that has been
                   committed to a particular investment pursuant to a binding agreement.
            • Organizational Costs, Placement Fees and Ongoing Expenses: The Agreements generally provide
        the terms of the fees and expenses payable to the Company. Unless otherwise described in the Agreement,
        Fund Clients do not generally reimburse the Company for operating and overhead expenses, including its
        costs and expenses on account of facilities, rent, supplies, furniture and employee related expenses (such as
        wages, benefits and bonuses).
            The Fund Clients will reimburse the Company for organizational expenses, which may be capped at the
        lesser of a set amount and a percentage of total capital commitments. Organizational expenses include legal
        and other organizational and offering expenses, such as reasonable travel and out-of-pocket expense of
        personnel incurred in connection with the formation and registration of the Fund Clients. All placement fees
        are borne by the Company.
             Ongoing expenses are operational expenses of the Fund Clients that are not organizational expenses.
        Generally ongoing expenses include: (i) any and all costs and expenses incurred in connection with the
        identification, discovery, screening, evaluation, investigation, development, making, acquisition,
        valuation, structuring, monitoring, holding, tracking, servicing, management or Disposition of
        Investments, including expenses with respect to potential Investments that are not consummated and
        expenses with respect to the acquisition of private placement fees, sales commissions, appraisal fees,
        taxes, brokerage fees, underwriting commissions and discounts, reasonable travel, hotel, meal (but not
        any expenses related to travel that is primarily for the benefit of the General Partner or Management
        Company, such as travel for the purpose of marketing new Funds or hiring personnel, and not the
        Partnership) and similar out-of-pocket expenses, and legal, accounting, tax, investment banking,
        consulting, marketing efforts, and professional fees and expenses (which reimbursement may include
        the interest expenses on any borrowing incurred by the General Partner or the Management Company
        to fund any such costs and expenses), (ii) compensation of third-party contractors who provide services
        to the Fund Clients, such as outside legal counsel, auditors/accountants, engineers, insurance experts, finders,
        brokers, consultants and insurance costs, bank fees, airfare and other similar items; (iii) expenses described
        in item (i) for investments that are not consummated, (iv) expenses incurred in connection with legal and
        regulatory compliance with applicable laws and regulations in connection with Fund Client activities,
        including tax preparations, any litigation or regulatory proceedings, dissolution and winding up of an
        investment or the Fund Client, amendments to the Agreement or other governing documents, and (v) the
        management fee.
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Item 7: Types of Clients:
                The Company does not provide investment advisory services to the general public.
            • Fund Clients: The Company’s primary Clients are the Fund Clients. Each Fund Client is operated
        and managed in accordance with its Fund Agreement. The Fund Agreement is provided to every investor in
        such Fund Client as part of the offering materials. The Fund Clients are structured to comply with the
        exemption to registration set forth in Rule 506 of Regulation D promulgated under the Securities Act of
        1933. Investors in the Fund Clients must meet the accreditation standards set forth in such Fund Client’s
        confidential offering materials before making an investment. Investors must be Accredited Investors (as
        defined in Regulation D) and Qualified Purchasers (as defined in Section 2(a)(51) of the Investment
        Company Act). Investors must also be Qualified Clients (as defined in Rule 205-3 of the Investment
        Advisers Act of 1940). Qualified Purchasers are deemed to be Qualified Clients. Investors in the Fund
        Clients may insurance Company, banks & thrift institutions, pensions and profit-sharing plans, trusts, estates,
        charitable organizations or other corporate or business entities and a limited number of sophisticated
        individuals. Fund Clients rely on certain exclusions from the definition of investment company, under the
        Investment Company Act of 1940, as amended and therefore, none of the Fund Clients are or will be
        registered as investment Company with the SEC. Typically, a minimum commitment amount is required of
        prospective investors to invest in the Fund Clients. Such minimum amounts are subject to reduction upon
        prior approval of the Company and subject to applicable legal requirements.
        Investors in Fund Clients acknowledge that they understand that the Fund Clients are private placements, are
not transferrable, and it is possible for the investor to lose the entire amount of the investment. Fund Agreements are
considered investment advisory contracts.
        RI, as appropriate, has full, exclusive and complete discretion in the management and control of its Fund
Clients. The Company, in its sole discretion, will determine whether it needs to enter into any additional agreements
or otherwise and whether such Fund Client is large enough to implement the desired investment strategy or program.
             • Institutional Clients. From time-to-time, the Company may provide services to a limited number of
        strategic partners. Institutional Clients may hire the Company to provide advisory or consulting services
        related to co-investments they may make alongside the Fund Clients or other interests they may hold.
        Institutional Clients have included pension funds and financial institutions.