**Exhibit 14.1**

 

**HIGHWATER ETHANOL, LLC**

# **Code of Ethics for Chief Executive and SeniorFinancial Officers**

# ** **

HighwaterEthanol, LLC (the “Company”) is honest and ethical in all of its businessdealings and the Code of Ethics for Chief Executive and Senior FinancialOfficers (the “Code of Ethics”) embodies principles to which the Company’srepresentatives are expected to adhere and advocate. The Company has adoptedthe following Code of Ethics specifically for its Chief Executive and SeniorFinancial Officers. Any violations of the Code of Ethics may result indisciplinary action, up to and including termination of employment.

 

1.     You are responsible for full,fair, accurate, timely and understandable financial disclosure in reports anddocuments filed by the Company with the Securities and Exchange Commission andin other public communications made by the Company. The Company’s accountingrecords must be maintained in accordance with all applicable laws, must beproper, supported, and classified, and must not contain any false or misleadingentries.

 

2.     You are responsible for theCompany’s system of internal financial controls. You shall promptly bring tothe attention of Danielle Smid at Brown, Winick, Graves, Gross, Baskerville,and Schoenebaum, P.L.C. (the “Company’s Legal Counsel”) and the Audit Committeeany information you may have concerning (a) significant deficiencies in thedesign or operation of internal controls which could adversely affect theCompany’s ability to record, process, summarize, and report financial data, or(b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the Company’s financial reporting,disclosures, or internal controls.

 

3.     You must act honestly andethically. You may not compete with the Company and may never let businessdealings on behalf of the Company be influenced by personal or family interests.You shall promptly bring to the attention of the Company’s Legal Counsel andthe Audit Committee any information you may have concerning any actual orapparent conflicts of interest between personal and professional relationships,involving any management or other employees who have a significant role in theCompany’s financial reporting, disclosures, or internal controls.

 

4.     The Company is committed tocomplying with both the letter and the spirit of all applicable laws, rules,and regulations. You shall promptly bring to the attention of the Company’sLegal Counsel and the Audit Committee any information you may have concerningevidence of a material violation of the securities or other laws, rules, orregulations applicable to the Company or its employees or agents. You shallpromptly bring to the attention of the Company’s Legal Counsel and AuditCommittee any information you may have concerning any violation of this Code ofEthics. The Board of Governors may determine, or designate appropriate personsto determine, appropriate additional disciplinary or other actions to be takenin the event of violations of this Code 

 

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of Ethics bythe Company’s Chief Executive or Senior Financial Officers and a procedure forgranting any waivers of this Code of Ethics.

 

5.     The Company will notretaliate against a governor, officer or employee who provides information tothe federal government or a supervisor or testifies about any matter than anemployee reasonably believes constitutes a violation of federal securities lawor any provision of federal law relating to fraud against shareholders.

 

**By mysignature below, I acknowledge receipt of the above Highwater Ethanol, LLC Codeof Ethics for Chief Executive and Senior Financial Officers.**

 

 
| /s/ Brian D. Kletscher                                                    |   |
|---------------------------------------------------------------------------|--------|
| Brian D. Kletscher, President and Governor (Principal Executive  Officer) |

 

 
| /s/ Jason R. Fink                                                                   |   |
|-------------------------------------------------------------------------------------|--------|
| Jason R.  Fink, Treasurer and Governor (Principal Financial and Accounting Officer) |

 

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