**EXHIBIT99.3**

 

July, 2004

 

**AFFINITYGROUP CODE OF PROFESSIONAL CONDUCT**

 

 

This Affinity Group Code of Professional Conduct (“Code of ProfessionalConduct”) applies to the Chief Executive Officer (“CEO”), Chief FinancialOfficer (“CFO”), Corporate Controller, all vice presidents, senior vicepresidents and executive vice presidents (collectively,  “Officers”), and other employees of thefinance, accounting, tax, treasury and payroll organization (collectively, the“Finance Group”) of Affinity Group, Inc. and its reporting subsidiaries.  The CEO, CFO, Corporate Controller, Officersand other employees of the Finance Group are expected to abide by this Code ofProfessional Conduct and, as with all of Affinity Group’s employees, areexpected to comply with all applicable laws, rules and regulations and abide byall policies and procedures adopted by Affinity Group from time to time thatgovern the conduct of its employees. This Code of Professional Conduct is intended to supplement any otherpolicies and procedures adopted by Affinity Group from time to time that governthe conduct of its employees, including those contained in the Affinity Group,Inc. Employee Handbook.

 

The CEO, CFO, Corporate Controller, Officers and all other employees ofthe Finance Group shall:

 

(a)   Engage in and promote honestand ethical conduct, including the ethical handling of actual or apparentconflicts of interest between personal and professional relationships;

 

(b)   Avoid conflicts of interest anddisclose to the CFO or General Counsel of Affinity Group any materialtransaction or relationship that reasonably could be expected to give rise tosuch a conflict;

 

(c)   Take all reasonable measures toprotect the confidentiality of non-public information about Affinity or itssubsidiaries and their customers obtained or created in connection with youractivities and prevent the unauthorized disclosure of such information unlessrequired by applicable law or regulation or legal or regulatory process;

 

(d)   Produce full, fair, accurate,timely and understandable disclosure in reports and documents that AffinityGroup or its subsidiaries files with, or submits to, the Securities andExchange Commission and other regulators and in other public communicationsmade by Affinity Group or its subsidiaries;

 

(e)   Comply with all applicablegovernmental laws, rules and regulations, as well as the rules and regulationsof applicable regulatory agencies; and

 

(f)    Promptly report any possibleviolation of this Code of Professional Conduct to the CFO or General Counsel ofAffinity Group.

 

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You are prohibited from directly or indirectly takingany action to fraudulently influence, coerce, manipulate or mislead AffinityGroup or its subsidiaries’ independent public auditors for the purpose ofrendering the financial statements of Affinity Group or its subsidiariesmisleading.

 

You understand that you will be held accountable foryour adherence to this Code of Professional Conduct.  Your failure to observe the terms of thisCode of Professional Conduct may result in disciplinary action, up to andincluding termination of employment. Violations of this Code of Professional Conduct may also constituteviolations of law and may result in civil and criminal penalties for you, yoursupervisors and/or Affinity Group.

 

If you have any questions regarding the best course ofaction in a particular situation, you should promptly contact the CFO orGeneral Counsel of Affinity Group.  Youmay choose to remain anonymous in reporting any possible violation of this Codeof Professional Conduct.

 

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