**Exhibit 10.38****RED TRAIL ENERGY, LLC****CODE OF BUSINESS CONDUCT****ADOPTED ON MARCH 28, 2007****TABLE OF CONTENTS****I.** **General Principles** **II.** **Compliance** **III.** **Business Conduct** **A.** **Confidential Information**  **B.** **Conflicts of Interest**  **C.** **Corporate Opportunities**  **D.** **Gifts and Entertainment**  **E.** **Compliance with Laws Generally**  **F.** **Health and Safety**  **G.** **Information and Technology Management**  **H.** **Finance and Accounting****IV.** **Securities Trading and Non-Public Information** **V.** **Where to Find More Information** **VI.** **How to Report Violations** **VII.** **Responding to Improper Conduct** **VIII.** **Condition of Employment or Service** **IX.** **Waivers of the Code of Business Conduct** **X.** **Compliance Procedures**
 

 
**General Principles**     Red Trail Energy, LLC (“Red Trail” or the “Company”) is committed to conducting their businessactivities as good corporate citizens with honesty and integrity and in compliance with all laws,rules and regulations applicable to them. This commitment and standard of conduct governs ourrelationships with customers, suppliers, members, competitors and with each other at everyorganizational level.     This Code of Business Conduct (the “Code”) is an expression of our core values and representsa framework for decision-making. To this end, all of our employees, officers and governors areresponsible for understanding the Code and acting in accordance with it. This Code of BusinessConduct should be read in conjunction with the other policies and procedures that the Company hasestablished from time to time, including but not limited to its Insider Trading Policies (discussedin more detail in Article IV of this Code), its Code of Ethics for Senior Financial Officers(attached hereto as Exhibit A) and its Complaint Procedures for Accounting and Auditing Matters(attached hereto as Exhibit B).**II. Compliance**     Compliance with this Code of Business Conduct is required of everyone who acts on behalf ofRed Trail, including our governors, officers, employees and agents. Anyone who violates our Codewill be acting outside the scope of his or her employment (or agency) and will be subject todisciplinary action, up to and including termination of employment (or agency). The followingperson[s] have been designated by the Board of Governors to oversee compliance with our Code andits policies and procedures:     Ethics Compliance Officer: Mick J. Miller     Telephone Number: (701) 974-3308     E-mail address: mick@redtrailenergy.com     The Code of Business Conduct cannot and is not intended to cover every applicable law, rule orregulation, or provide answers to all questions that may arise; for that, we must ultimately relyon your good sense of what is right, including a sense of when it is proper to seek guidance fromothers with respect to the appropriate course of conduct. Questions regarding any law, rule,regulation, or principle discussed in this Code should be directed to your supervisor or to one ofthe above-mentioned people.     If at any time you have an ethical concern or become aware of any conduct on the part of anyCompany employee, officer or governor that violates – or may violate – this Code, you should reportsuch concern or conduct to your supervisor or the Ethics Compliance Officer. You may also reportyour concerns, as well as submit questions of applicability or interpretation, on a confidential oranonymous basis by mailing The Audit Committee at Attn: Mike Appert, P.O. Box 11, 3682 Highway 8,Richardton, North Dakota, 58652. See the section entitled “How To Report Violations” in Article VIof this Code of Business Conduct for more details.
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**III. Business Conduct**     **A. Confidential Information**     One of the Company’s most valuable assets is its information. You should maintain theconfidentiality of information (whether or not it is considered proprietary) entrusted to you bythe Company. Examples of confidential information include trade secrets, new product or marketingplans, customer lists, research and development ideas, manufacturing processes, or acquisition ordivestiture prospects. It might also include information from our customers or others given to theCompany pursuant to an agreement restricting its use or disclosure. You should take steps tosafeguard confidential information by keeping such information secure, limiting access to suchinformation to those employees who have a “need to know” in order to do their job, and avoidingdiscussion of confidential information in public areas, for example, in elevators, on planes and onmobile phones. You should not use confidential information for personal advantage. Confidentialinformation may be disclosed to others only when disclosure is authorized by the Company or legallymandated. The obligation to preserve confidential information is ongoing, even after termination ofemployment.     **B. Conflicts of Interest**     A conflict of interest occurs when an individual’s personal interest interferes in any way -or even appears to interfere — with the interests of the Company as a whole. A conflict ofinterest may arise when you take action or have interests that may make it difficult to performyour Company work objectively and effectively. Conflicts of interest may also arise when anemployee, officer or governor, or members of his or her family, receives improper personal benefitsas a result of his or her position with the Company. Loans to, or guarantees of obligations of,employees and their family members may also create conflicts of interest. Such conflicts ofinterests can undermine our business judgment and our responsibility to the Company and threatenthe Company’s business and reputation. Potential and actual conflicts of interests should bescrupulously avoided.     Conflicts of interests may also arise because our Articles of Organization, OperatingAgreement and Member Control Agreement, as in effect from time to time (our “Charter Documents”),permit our employees, governors and officers, and their affiliates, to have other businessinterests or engage in other business ventures that compete with the business of the Company.Nothing in this Code of Business Conduct is intended to supersede the provisions of our CharterDocuments relating to the management of the Company, including those provisions addressingcorporate opportunities and conflicts of interests.     Conflicts of interest are prohibited as a matter of Company policy, except under guidelinesapproved by the Board of Governors, or as otherwise may be permitted under this Code of BusinessConduct or our Charter Documents. Generally speaking, you should not provide service or assistanceto a competitor, customer or supplier. The best policy is to avoid any direct or indirect businessconnection with our customers, suppliers or competitors, except on our behalf. You should beespecially careful if your duties as a Red Trail employee, officer or governor bring you intocontact with an entity that employs or is owned, in whole or in part, by a relative. Often, if abusiness opportunity should belong to the Company, taking it for your
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personal gain is similar to misappropriating a corporate asset. If you have any questions,contact the Ethics Compliance Officer.     **C. Corporate Opportunities**     Subject to the provisions of our Charter Documents, to the extent contemplated by applicablelaw, (i) employees, officers and governors of Red Trail are restricted (without the consent of theBoard of Governors or an appropriate committee thereof) from taking for themselves personallyopportunities that are discovered through the use of Company property, information or theirposition, using Company property, information or their position for personal gain, or competingwith the Company directly or indirectly and (ii) should advance the Company’s legitimate interestswhen the opportunity to do so arises.     **D. Gifts and Entertainment**          **1. Non-Government Customers, Suppliers, etc.**     Red Trail prohibits paying or giving any money or gifts, directly or indirectly, to any personor entity who has a business relationship with Red Trail other than normal and approved promotionalitems of nominal value. Receiving gifts can be construed as an attempt to improperly influence arelationship or allow a relationship to be improperly influenced. Your judgment should tell youwhen an offer of a gift is improper and should be refused in order to prevent embarrassment andperhaps an unintentional violation of the law. Business entertainment is an ambiguous area.Picking up the check (or letting someone else pay the tab) for a business lunch or dinner or a tripto a sporting event or the theater is usually permissible if not excessive, but a clear businesspurpose should be involved. If you have any questions and before taking any action that mightviolate this policy, you should discuss the proposed action with the Ethics Compliance Officer.          **2. Government Customers, Suppliers, etc.**     Gifts to government officials and employees are especially sensitive areas. To the extentthat you have reason to deal with officials of or any employees of federal, state, municipal, orpublic authorities in connection with contracts, concessions, licenses or other arrangements, it isextremely important to avoid even the appearance of impropriety. Failure in this regard can resultin the loss of business, as well as damaging publicity for Red Trail and our employees. U.S.federal regulations prohibit government employees from accepting gifts or entertainment *in any form*from any contractor or vendor doing (or seeking to do) business with the government. Federal lawprohibits gifts to such persons given with intent to influence the individual in the performance ofan official act. Many state and other governmental bodies have similar statutes. Inacknowledgment of these regulations, it is the policy of Red Trail not to offer or give gifts,gratuities, favors, entertainment or anything of monetary value to any government employee or tohis/her family members. Federal, state and local public agencies have developed detailedguidelines that provide rules for when an agency’s employee may be given gifts, refreshments, etc.If you deal with public officials on a regular basis, obtain a copy of their agency’s governingethics, guide or rules, if any. In addition, you should be sensitive to requests or comments bygovernment officials that may appear perfectly proper, but could be susceptible to a different
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interpretation by other government officials or the media. If you deal directly withgovernment officials you are responsible for being familiar and complying with the applicableregulations of the government agencies with which you do business. Before taking any action thatmight violate this policy, you should discuss the proposed action with the Ethics ComplianceOfficer.     **E. Compliance with Laws Generally**     Red Trail and its governors, officers, employees and agents will abide by the letter and thespirit of all applicable laws, rules and regulations, and will act in such a manner that the fulldisclosure of all facts related to any activity will always reflect favorably upon the Company.          **1. Antitrust and Competition Laws**     Antitrust laws in the United States are designed to preserve and foster fair and honestcompetition within the free enterprise system. To accomplish this goal, the language of these lawsis deliberately broad, prohibiting such activities as “unfair methods of competition” andagreements “in restraint of trade.” Such language gives enforcement agencies the right to examinemany different business activities to judge their effect on competition. Red Trail requires allemployees to comply with the U.S. antitrust laws. The failure to do so can result in severepenalties for both the individuals involved and Red Trail.     There are two areas in which antitrust or competition violations most frequently occur –relations with competitors and relations with customers and suppliers.               **a) Relations with Competitors**     The greatest danger for violations of the antitrust/competition laws rests in contacts withcompetitors. It is illegal to have an understanding with a competitor, expressed or implied,written or oral, which improperly restricts competition or interferes with the ability of the freemarket system to function properly. A formal agreement with a competitor is not needed to prove aviolation of the antitrust laws. A general discussion followed by common action often is enough toshow that an agreement exists. In an investigation, every communication, written or oral, issubject to extreme scrutiny.     Communications with competitors should be avoided unless they concern a true customer-supplierrelationship, other legitimate business ventures (such as mergers and acquisitions) or permittedtrade association activities. You must not engage in any communications with competitors thatcould result, or even appear to result, in price-fixing, allocation of customers or markets,boycotts or production limits. Contact the Ethics Compliance Officer if you have questions. Theantitrust laws do recognize, however, your need to be aware of market conditions, and you maydiscuss these with customers, suppliers, retailers, wholesalers and brokers, if they are not yourcompetitors.               **b) Relations with Customers and Suppliers**     Generally speaking, a company has an unrestricted right to choose its customers and suppliers.However, a company may not improperly restrict a customer’s (including a distributor’s) freedom toestablish its own prices or terms of resale. With respect to suppliers, we
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must avoid any understanding that sets the minimum price of resale by Red Trail. You shouldalso avoid discussions with customers regarding Red Trail’s supplying other customers or the pricescharged to other customers.     **F. Health and Safety**     The Company strives to provide each employee with a safe and healthy work environment. Eachemployee has responsibility for maintaining a safe and healthy workplace for all employees byfollowing safety and health rules and practices and reporting accidents, injuries and unsafeequipment, practices or conditions.     **G. Information and Technology Management**          **1. Protection of Proprietary Information and Intellectual Property**     In addition to protecting the confidential information of the Company (as discussed in Section(A) above), all Red Trail employees must respect the proprietary information and intellectualproperty of our customers, suppliers, partners and others. Employees are not to divulge theproprietary information of their former employers. Red Trail employees should not disclose anyproprietary information of others unless the individual or firm owning the information properlyauthorizes the release or disclosure of such information. Employees should also be careful not touse published works of others, or patented processes or methods, or trademarks, without firstobtaining a license or written permission to do so. Consult your supervisor and the EthicsCompliance Officer if you have any questions.          **2. Electronic Communications Policy**     All Company-provided equipment, software and communication systems, including withoutlimitation voice mail, e-mail, Internet, file folders and personal computer systems, are theproperty of Red Trail and as such are provided to employees for business purposes only. Thereview, transmission, retrieval or storage of offensive, obscene or other inappropriate materialvia Red Trail computing and communications systems, including the Internet and electronic mail, isstrictly prohibited. The use of Company e-mail system to send offensive or inappropriatestatements, make solicitations or divulge confidential information is also prohibited. Allcommunications made via Red Trail property are considered records and property of the Company. RedTrail reserves the right, in compliance with applicable laws, to monitor, access, copy, modify,disclose or delete the contents of messages sent or received over its systems, including Internetpoints of contact.     **H. Finance and Accounting**     Because we are a reporting company under the 1934 Securities and Exchange Act, as amended (the“Exchange Act”), it is imperative that our disclosures to the public provide full, fair, accurate,timely and understandable disclosure. To assist us in this endeavor, you must comply with thefollowing:
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          **1. Accuracy of Company Records**     All Red Trail business transactions must be properly authorized and be completely andaccurately recorded on the Company’s books and records in accordance with generally acceptedaccounting practice and established Red Trail financial policy. No false, artificial or misleadingentries in the books and records of Red Trail shall be made for any reason, and no employee shallengage in any arrangement that results in such prohibited acts. The retention or proper disposalof Company records shall be in accordance with established Red Trail financial policies andapplicable statutory and legal requirements.          **2. Authorization Systems**     Red Trail has established a financial approval system that defines and limits the authority ofemployees to commit or obligate the Company with respect to any agreement or transaction that hasfinancial consequences. The Chief Financial Officer maintains and monitors compliance with thesystem. You are required to understand your financial approval authority and to ensure that you donot exceed your authority.          **3. Document Retention**     The Company seeks to comply fully with all laws and regulations relating to the retention andpreservation of records. You must comply with the Company’s policies regarding the retention andpreservation of records as set forth herein. Under no circumstances may Company records bedestroyed selectively or maintained outside Company premises or designated storage facilities. Ifyou know the existence of a subpoena or impending government investigation, you must immediatelycontact your supervisor and/or the Ethics Compliance Officer. You must retain all records anddocuments that may pertain to an investigation or may be responsive to a subpoena. Any questionsconcerning the destruction or disposition of records or documents should be directed to yoursupervisor and/or the Ethics Compliance Officer before the record or document is disposed of. Youmust strictly adhere to the directions of your supervisor and/or the Ethics Compliance Officer inhandling such records or documents.          **4. Code of Ethics Relating to Financial Matters**     The honesty, integrity and sound judgment of the senior financial officers and the chiefexecutive officer of Red Trail (the “Senior Financial Officers”) are fundamental to the reputationand success of the Company. Because the professional and ethical conduct of the Senior FinancialOfficers is essential to the proper functioning and success of the Company, our Senior FinancialOfficers, in addition to complying with all of the other provisions of this Code of BusinessConduct, must also comply with the Company’s Code of Ethics for Senior Financial Officers, a copyof which is attached hereto as Exhibit A. While you may not be a Senior Financial Officer, weexpect all of our employees, officers and governors to adhere to the principles identified in theCompany’s Code of Ethics for Senior Financial Officers to the extent applicable to you.
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**IV. Securities Trading, Non-Public Information and Fair Dealing**     Governors, officers and employees of the Company who have access to confidential materialinformation are not permitted to use or share that information for membership unit tradingpurposes. All non-public information about the Company should be considered confidentialinformation. To use material non-public information for personal financial benefit or to “tip”others who might make an investment decision on the basis of this information is not only unethicalbut also illegal. In order to assist with compliance with laws against insider trading, theCompany has adopted specific policies governing officers, governors and employees trading insecurities of the Company – our “Insider Trading Policies.” Violations of, complaints or questionsor concerns relating to our Insider Trading Policies should be reported to the Ethics ComplianceOfficer.**V. Where to Find More Information**     The Red Trail Code of Business Conduct is a summarized version of many policies and laws anddoes not cover all situations. Any questions of applicability or interpretation should beaddressed to your supervisor or the Ethics Compliance Officer. You should also refer to otherpolicies of the Company in effect from time to time.**VI. How to Report Violations**     It is each employee’s personal responsibility to bring violations or suspected violations ofthe Company’s Code of Business Conduct to the attention of their supervisor or the EthicsCompliance Officer. To report conduct you suspect to be unethical or in violation of any Red TrailCode of Business Conduct policy or the law, talk to your supervisor and/or the Ethics ComplianceOfficer. You may also report a suspected violation anonymously by delivering a sealed,confidential envelope containing a written or typed concern to the Ethics Compliance Officer. Ifappropriate, you should also feel free to make the report to your supervisor. The Companyencourages you to report or question any conduct that may violate the Company’s ethical standards.Therefore, you will not suffer any retribution in connection with any good faith reporting.     However, if you are reporting a violation or suspected violation of an accounting matter,please report the complaint in accordance with the procedures identified in the Company’s ComplaintProcedures for Accounting and Auditing Matters, a copy of which is attached hereto as Exhibit B.**VII. Responding to Improper Conduct**     If an employee violates this Code, he or she will be subject to disciplinary action.Supervisors and managers of a disciplined employee may also be subject to disciplinary action fortheir failure to oversee properly an employee’s conduct, or for retaliation against an employee whoreports a violation(s). The Company’s response to misconduct will depend upon a number of factors,including whether the improper behavior involved illegal conduct. Disciplinary action may include,but is not limited to, reprimands and warnings, probation, suspension, demotion, reassignment,reduction in salary or immediate termination. Employees
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should be aware that certain actions and omissions prohibited by the Code might be crimes thatcould lead to individual criminal prosecution and, upon conviction, to fines and imprisonment.**VIII. Condition of Employment or Service**     Compliance with this Code shall be a condition of employment and of continued employment withthe Company, and conduct not in accordance with this Code shall constitute grounds for disciplinaryaction, up to and including termination of employment. This Code does not in any way constitute anemployment contract or an assurance of continued employment. Employees are employees at will.This Code is for the sole and exclusive benefit of the Company and may not be used or relied uponby any other party. The Company may modify or repeal the provisions of this Code or adopt a newCode at any time it deems appropriate, with or without notice.**IX. Waivers of the Code of Business Conduct**     Any waiver of this Code for executive officers or directors may be made only by the Board ofGovernors or, if permitted by applicable rules, a Board committee, and will be promptly disclosedas required by law or applicable Nasdaq Stock Market Listing Standards.**X. Compliance Procedures**     We must all work to ensure prompt and consistent action against violations of this Code.However, in some situations it is difficult to know if a violation has occurred. Because we cannotanticipate every situation that will arise, it is important that we have a way to approach a newquestion or problem. These are the steps to keep in mind: 1. Make sure you have all of the facts. In order to reach theright solutions, we must be as fully informed as possible.  2. Ask yourself: What specifically am I being asked to do? Does itseem unethical or improper? This will enable you to focus on the specificquestion you are faced with, and the alternatives you have. Use your judgmentand common sense; if something seems unethical or improper, it probably is.  3. Clarify your responsibility and role. In most situations, thereis shared responsibility. Are your colleagues informed? It may help to getothers involved and discuss the problem.  4. Discuss the problem with your supervisor. This is the basicguidance for all situations. In many cases, your supervisor will be moreknowledgeable about the question, and will appreciate being brought into thedecision-making process. Remember that it is your supervisor’s responsibilityto help solve problems.  5. Seek help from Company resources. In the rare case where it maynot be appropriate to discuss an issue with your supervisor, or if you do notfeel
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   comfortable approaching your supervisor with your question, discuss it withsomeone more senior in the Company, such as the Company’s Ethics ComplianceOfficer or the Chief Executive Officer.  6. You may report ethical violations in confidence and withoutfear of retaliation. If your situation requires that your identity be keptsecret, your anonymity will be protected. The Company does not permitretaliation of any kind against employees for good faith reports of ethicalviolations.  7. Always ask first, act later. If you are unsure of what to do inany situation, seek guidance before you act.     This Code of Business Conduct has been adopted by the Board of Governors of Red Trail Energy,LLC, effective March 28, 2007.
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**EXHIBIT A****CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS**     At Red Trail Energy, LLC (“Red Trail” or the “Company”) the honesty, integrity and soundjudgment of Red Trail’s senior financial officers, which includes Red Trail’s chief executiveofficer, chief financial officer or controller and other persons performing similar functions (the“Senior Financial Officers”), is fundamental to the financial reporting process and the reputationand success of Red Trail. Red Trail’s Senior Financial Officers hold an important and elevatedrole in corporate governance in that they are uniquely capable and empowered to ensure that allstakeholders’ interests are appropriately balanced, protected and preserved. Because of thisspecial role, each of the Senior Financial Officers agrees to be bound by this Code of Ethics forSenior Financial Officers and each agrees that he or she will: 1. Act with honesty and integrity and ethically handle actual orapparent conflicts of interest in personal and professional relationshipsinvolving Red Trail or its business.  2. Provide information that is accurate, complete, objective,relevant, timely and understandable to ensure full, fair, accurate, timely andunderstandable disclosure in reports and documents that Red Trail files with,or submits to, government agencies, including the Securities and ExchangeCommission (the “SEC”) and in other public communications.  3. Comply with applicable laws, rules and regulations of federal,state, provincial and local governments, and other appropriate private andpublic regulatory agencies, affecting Red Trail’s business and its conduct inbusiness matters.  4. In all matters affecting Red Trail’s business and its conductin business matters, act in good faith, responsibly, with due care, competenceand diligence, without misrepresenting material facts or allowing his/herindependent judgment to be subordinated.  5. Respect the confidentiality of information acquired in thecourse of his/her work for Red Trail except when authorized or otherwiselegally obligated to disclose. Confidential information acquired in the courseof his/her work for Red Trail shall not be used for personal advantage.  6. Proactively promote and be an example of ethical behavior as aresponsible partner among peers in Red Trail’s working environment.  7. Achieve responsible use of and control over all Red Trailassets and resources employed or entrusted to him/her.     Each of the Senior Financial Officers are expected to adhere to this Code of Ethics for SeniorFinancial Officers and Red Trail’s Code of Business Conduct at all times. Any violations of eitherof these Codes shall be promptly reported in accordance with the procedures set forth in
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Red Trail’s Complaint Procedures for Accounting and Auditing Matters. If any Senior FinancialOfficer is found to be in violation of this Code of Ethics for Senior Financial Officers, suchperson will be subject to disciplinary action, which may include termination of employment. It isagainst Red Trail policy to retaliate against any employee for good faith reporting of violationsof this Code of Ethics for Senior Financial Officers or Red Trail’s Code of Business Conduct.     The Board of Governors (or, if permitted under applicable SEC and Nasdaq Stock Market ListingStandards), and so appointed by the Board of Governors, the Audit Committee of the Board ofGovernors) shall have the sole discretionary authority to approve any amendment to or waiver ofthis Code of Ethics for Senior Financial Officers. Any such amendment to or waiver of this Code ofEthics for Senior Financial Officers shall be publicly disclosed in the manner specified by SECrules.
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**EXHIBIT B****COMPLAINT PROCEDURES FOR****ACCOUNTING AND AUDITING MATTERS**     Red Trail Energy, LLC (“Red Trail” or the “Company”) is committed to continuing compliancewith all applicable securities laws and regulations, accounting standards, accounting controls andaudit practices. In furtherance of this commitment, Red Trail wishes to assure you that you maysubmit a good faith complaint regarding accounting or auditing matters to management without fearof harassment, discrimination, dismissal or retaliation of any kind.     To facilitate reporting of complaints, Red Trail’s Audit Committee has established theseprocedures for (1) the receipt, retention and treatment of complaints regarding accounting,internal accounting controls, or auditing matters (referred to in this document as “AccountingMatters”) and (2) the confidential, anonymous submission by employees of concerns regardingquestionable Accounting Matters.**I. Scope of Matters Covered by These Procedures**     These procedures relate to complaints relating to any questionable Accounting Matters,including, without limitation, the following: 1. fraud or deliberate error in the preparation, evaluation,review or audit of any financial statement of Red Trail;  2. fraud or deliberate error in the recording and maintaining offinancial records of Red Trail;  3. deficiencies in or noncompliance with Red Trail’s internalaccounting controls;  4. misrepresentation or false statement to or by a senior officeror accountant regarding a matter contained in the financial records, financialreports or audit reports of Red Trail;  5. deviation from full and fair reporting of Red Trail’s financialcondition; or  6. violations of Red Trail’s Code of Ethics for Senior FinancialOfficers.**II. Receipt of Complaints**     Concerns regarding Accounting Matters may be reported as follows:1. Regular mail to:Audit CommitteeRed Trail Energy, LLC
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P.O. Box 11Richardton,North Dakota, 586522. E-mail to:auditcommitte@redtrailenergy.com3. Telephone voicemail to:1-701-974-3308, ext. 115     We want to assure that all employees have a way to address any actual or possible violationsregarding Accounting Matters with the Audit Committee of our Board of Directors. That may be donevia phone message or e-mail as follows:1. E-mail to:auditcommitte@redtrailenergy.com2. Telephone voicemail to:1-701-974-3308,ext. 115     All employee complaints may be made on a confidential or anonymous basis. If an employeeprovides a complaint on a confidential or anonymous basis, we encourage the submitter to provideenough specifics and facts to allow Red Trail to fully review the complaint and act appropriately.We also encourage the submitter to provide a way for us to follow up if more information is neededand to allow acknowledgment of the complaint. We emphasize, however, that this is *not*required tosubmit a complaint.**III. Treatment of Complaints**     Uponreceipt of a complaint, Mick Miller the Ethics Compliance Officer will (i)determine whether the complaint actually pertains to Accounting Matters and (ii) when possible,acknowledge receipt of the complaint to the sender. Complaints relating to Accounting Matters willbe reviewed under Audit Committee direction and oversight by the Ethics Compliance Officer or suchother persons as the Audit Committee determines to be appropriate. Prompt and appropriatecorrective action will be taken when and as warranted in the judgment of the Audit Committee.     Red Trail will not discharge, demote, suspend, threaten, harass or in any manner discriminateagainst any employee in the terms and conditions of employment based upon any lawful actions ofsuch employee with respect to good faith reporting of complaints regarding Accounting Matters orotherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
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**IV. Reporting and Retention of Complaints and Investigations**     The Ethics Compliance Officer will maintain a log of all complaints, tracking their receipt,investigation and resolution and shall prepare a periodic summary report thereof for the AuditCommittee. Copies of complaints and such log will be maintained in accordance with Red Trail’sthen applicable document retention policy.
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**CERTIFICATION**     I have read and understand the Company’s Code of Business Conduct (the “Code”). I understandthat the Company’s Ethics Compliance Officer is available to answer any questions I have regardingthe Code. I agree to comply with the Code in all respects during my employment or otherrelationship with the Company. I understand that my failure to comply in all respects with the Codeis a basis for termination for cause of my employment or other relationship with the Company.           Date:     Signature:                                Name:             (Please Print)  
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