exv10w38



 





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 business
activities 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 our
relationships with customers, suppliers, members, competitors and with each other at every
organizational level.



     This Code of Business Conduct (the “Code”) is an expression of our core values and represents
a framework for decision-making. To this end, all of our employees, officers and governors are
responsible for understanding the Code and acting in accordance with it. This Code of Business
Conduct should be read in conjunction with the other policies and procedures that the Company has
established from time to time, including but not limited to its Insider Trading Policies (discussed
in 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 of
Red Trail, including our governors, officers, employees and agents. Anyone who violates our Code
will be acting outside the scope of his or her employment (or agency) and will be subject to
disciplinary action, up to and including termination of employment (or agency). The following
person[s] have been designated by the Board of Governors to oversee compliance with our Code and
its 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 or
regulation, or provide answers to all questions that may arise; for that, we must ultimately rely
on your good sense of what is right, including a sense of when it is proper to seek guidance from
others 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 of
the above-mentioned people.



     If at any time you have an ethical concern or become aware of any conduct on the part of any
Company employee, officer or governor that violates – or may violate – this Code, you should report
such concern or conduct to your supervisor or the Ethics Compliance Officer. You may also report
your concerns, as well as submit questions of applicability or interpretation, on a confidential or
anonymous 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 VI
of 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 the
confidentiality of information (whether or not it is considered proprietary) entrusted to you by
the Company. Examples of confidential information include trade secrets, new product or marketing
plans, customer lists, research and development ideas, manufacturing processes, or acquisition or
divestiture prospects. It might also include information from our customers or others given to the
Company pursuant to an agreement restricting its use or disclosure. You should take steps to
safeguard confidential information by keeping such information secure, limiting access to such
information to those employees who have a “need to know” in order to do their job, and avoiding
discussion of confidential information in public areas, for example, in elevators, on planes and on
mobile phones. You should not use confidential information for personal advantage. Confidential
information may be disclosed to others only when disclosure is authorized by the Company or legally
mandated. The obligation to preserve confidential information is ongoing, even after termination of
employment.



     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 of
interest may arise when you take action or have interests that may make it difficult to perform
your Company work objectively and effectively. Conflicts of interest may also arise when an
employee, officer or governor, or members of his or her family, receives improper personal benefits
as 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 of
interests can undermine our business judgment and our responsibility to the Company and threaten
the Company’s business and reputation. Potential and actual conflicts of interests should be
scrupulously avoided.



     Conflicts of interests may also arise because our Articles of Organization, Operating
Agreement 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 business
interests 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 Charter
Documents relating to the management of the Company, including those provisions addressing
corporate opportunities and conflicts of interests.



     Conflicts of interest are prohibited as a matter of Company policy, except under guidelines
approved by the Board of Governors, or as otherwise may be permitted under this Code of Business
Conduct or our Charter Documents. Generally speaking, you should not provide service or assistance
to a competitor, customer or supplier. The best policy is to avoid any direct or indirect business
connection with our customers, suppliers or competitors, except on our behalf. You should be
especially careful if your duties as a Red Trail employee, officer or governor bring you into
contact with an entity that employs or is owned, in whole or in part, by a relative. Often, if a
business 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 applicable
law, (i) employees, officers and governors of Red Trail are restricted (without the consent of the
Board of Governors or an appropriate committee thereof) from taking for themselves personally
opportunities that are discovered through the use of Company property, information or their
position, using Company property, information or their position for personal gain, or competing
with the Company directly or indirectly and (ii) should advance the Company’s legitimate interests
when 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 person
or entity who has a business relationship with Red Trail other than normal and approved promotional
items of nominal value. Receiving gifts can be construed as an attempt to improperly influence a
relationship or allow a relationship to be improperly influenced. Your judgment should tell you
when an offer of a gift is improper and should be refused in order to prevent embarrassment and
perhaps 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 trip
to a sporting event or the theater is usually permissible if not excessive, but a clear business
purpose should be involved. If you have any questions and before taking any action that might
violate 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 extent
that you have reason to deal with officials of or any employees of federal, state, municipal, or
public authorities in connection with contracts, concessions, licenses or other arrangements, it is
extremely important to avoid even the appearance of impropriety. Failure in this regard can result
in 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 law
prohibits gifts to such persons given with intent to influence the individual in the performance of
an official act. Many state and other governmental bodies have similar statutes. In
acknowledgment 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 to
his/her family members. Federal, state and local public agencies have developed detailed
guidelines 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 governing
ethics, guide or rules, if any. In addition, you should be sensitive to requests or comments by
government 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 with
government officials you are responsible for being familiar and complying with the applicable
regulations of the government agencies with which you do business. Before taking any action that
might violate this policy, you should discuss the proposed action with the Ethics Compliance
Officer.




     E. Compliance with Laws Generally



     Red Trail and its governors, officers, employees and agents will abide by the letter and the
spirit of all applicable laws, rules and regulations, and will act in such a manner that the full
disclosure 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 honest
competition within the free enterprise system. To accomplish this goal, the language of these laws
is deliberately broad, prohibiting such activities as “unfair methods of competition” and
agreements “in restraint of trade.” Such language gives enforcement agencies the right to examine
many different business activities to judge their effect on competition. Red Trail requires all
employees to comply with the U.S. antitrust laws. The failure to do so can result in severe
penalties 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 with
competitors. 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 free
market system to function properly. A formal agreement with a competitor is not needed to prove a
violation of the antitrust laws. A general discussion followed by common action often is enough to
show that an agreement exists. In an investigation, every communication, written or oral, is
subject to extreme scrutiny.



     Communications with competitors should be avoided unless they concern a true customer-supplier
relationship, other legitimate business ventures (such as mergers and acquisitions) or permitted
trade association activities. You must not engage in any communications with competitors that
could 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. The
antitrust laws do recognize, however, your need to be aware of market conditions, and you may
discuss these with customers, suppliers, retailers, wholesalers and brokers, if they are not your
competitors.



               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 to
establish 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 should
also avoid discussions with customers regarding Red Trail’s supplying other customers or the prices
charged to other customers.




     F. Health and Safety



     The Company strives to provide each employee with a safe and healthy work environment. Each
employee has responsibility for maintaining a safe and healthy workplace for all employees by
following safety and health rules and practices and reporting accidents, injuries and unsafe
equipment, 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 intellectual
property of our customers, suppliers, partners and others. Employees are not to divulge the
proprietary information of their former employers. Red Trail employees should not disclose any
proprietary information of others unless the individual or firm owning the information properly
authorizes the release or disclosure of such information. Employees should also be careful not to
use published works of others, or patented processes or methods, or trademarks, without first
obtaining a license or written permission to do so. Consult your supervisor and the Ethics
Compliance Officer if you have any questions.



          2. Electronic Communications Policy




     All Company-provided equipment, software and communication systems, including without
limitation voice mail, e-mail, Internet, file folders and personal computer systems, are the
property of Red Trail and as such are provided to employees for business purposes only. The
review, transmission, retrieval or storage of offensive, obscene or other inappropriate material
via Red Trail computing and communications systems, including the Internet and electronic mail, is
strictly prohibited. The use of Company e-mail system to send offensive or inappropriate
statements, make solicitations or divulge confidential information is also prohibited. All
communications made via Red Trail property are considered records and property of the Company. Red
Trail 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 Internet
points 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 the
following:





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          1. Accuracy of Company Records




     All Red Trail business transactions must be properly authorized and be completely and
accurately recorded on the Company’s books and records in accordance with generally accepted
accounting practice and established Red Trail financial policy. No false, artificial or misleading
entries in the books and records of Red Trail shall be made for any reason, and no employee shall
engage in any arrangement that results in such prohibited acts. The retention or proper disposal
of Company records shall be in accordance with established Red Trail financial policies and
applicable statutory and legal requirements.



          2. Authorization Systems




     Red Trail has established a financial approval system that defines and limits the authority of
employees to commit or obligate the Company with respect to any agreement or transaction that has
financial consequences. The Chief Financial Officer maintains and monitors compliance with the
system. You are required to understand your financial approval authority and to ensure that you do
not exceed your authority.



          3. Document Retention




     The Company seeks to comply fully with all laws and regulations relating to the retention and
preservation of records. You must comply with the Company’s policies regarding the retention and
preservation of records as set forth herein. Under no circumstances may Company records be
destroyed selectively or maintained outside Company premises or designated storage facilities. If
you know the existence of a subpoena or impending government investigation, you must immediately
contact your supervisor and/or the Ethics Compliance Officer. You must retain all records and
documents that may pertain to an investigation or may be responsive to a subpoena. Any questions
concerning the destruction or disposition of records or documents should be directed to your
supervisor and/or the Ethics Compliance Officer before the record or document is disposed of. You
must strictly adhere to the directions of your supervisor and/or the Ethics Compliance Officer in
handling 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 chief
executive officer of Red Trail (the “Senior Financial Officers”) are fundamental to the reputation
and success of the Company. Because the professional and ethical conduct of the Senior Financial
Officers is essential to the proper functioning and success of the Company, our Senior Financial
Officers, in addition to complying with all of the other provisions of this Code of Business
Conduct, must also comply with the Company’s Code of Ethics for Senior Financial Officers, a copy
of which is attached hereto as Exhibit A. While you may not be a Senior Financial Officer, we
expect all of our employees, officers and governors to adhere to the principles identified in the
Company’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 material
information are not permitted to use or share that information for membership unit trading
purposes. All non-public information about the Company should be considered confidential
information. 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 unethical
but also illegal. In order to assist with compliance with laws against insider trading, the
Company has adopted specific policies governing officers, governors and employees trading in
securities of the Company – our “Insider Trading Policies.” Violations of, complaints or questions
or concerns relating to our Insider Trading Policies should be reported to the Ethics Compliance
Officer.



V. Where to Find More Information




     The Red Trail Code of Business Conduct is a summarized version of many policies and laws and
does not cover all situations. Any questions of applicability or interpretation should be
addressed to your supervisor or the Ethics Compliance Officer. You should also refer to other
policies 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 of
the Company’s Code of Business Conduct to the attention of their supervisor or the Ethics
Compliance Officer. To report conduct you suspect to be unethical or in violation of any Red Trail
Code of Business Conduct policy or the law, talk to your supervisor and/or the Ethics Compliance
Officer. 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. If
appropriate, you should also feel free to make the report to your supervisor. The Company
encourages 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 Complaint
Procedures 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 for
their failure to oversee properly an employee’s conduct, or for retaliation against an employee who
reports 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 that
could 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 with
the Company, and conduct not in accordance with this Code shall constitute grounds for disciplinary
action, up to and including termination of employment. This Code does not in any way constitute an
employment 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 upon
by any other party. The Company may modify or repeal the provisions of this Code or adopt a new
Code 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 of
Governors or, if permitted by applicable rules, a Board committee, and will be promptly disclosed
as 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 cannot
anticipate every situation that will arise, it is important that we have a way to approach a new
question or problem. These are the steps to keep in mind:




	 	1.	 	Make sure you have all of the facts. In order to reach the
right solutions, we must be as fully informed as possible.
	 
	 	2.	 	Ask yourself: What specifically am I being asked to do? Does it
seem unethical or improper? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your judgment
and common sense; if something seems unethical or improper, it probably is.
	 
	 	3.	 	Clarify your responsibility and role. In most situations, there
is shared responsibility. Are your colleagues informed? It may help to get
others involved and discuss the problem.
	 
	 	4.	 	Discuss the problem with your supervisor. This is the basic
guidance for all situations. In many cases, your supervisor will be more
knowledgeable about the question, and will appreciate being brought into the
decision-making process. Remember that it is your supervisor’s responsibility
to help solve problems.
	 
	 	5.	 	Seek help from Company resources. In the rare case where it may
not be appropriate to discuss an issue with your supervisor, or if you do not
feel







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	 	 	 	comfortable approaching your supervisor with your question, discuss it with
someone more senior in the Company, such as the Company’s Ethics Compliance
Officer or the Chief Executive Officer.
	 
	 	6.	 	You may report ethical violations in confidence and without
fear of retaliation. If your situation requires that your identity be kept
secret, your anonymity will be protected. The Company does not permit
retaliation of any kind against employees for good faith reports of ethical
violations.
	 
	 	7.	 	Always ask first, act later. If you are unsure of what to do in
any 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 sound
judgment of Red Trail’s senior financial officers, which includes Red Trail’s chief executive
officer, chief financial officer or controller and other persons performing similar functions (the
“Senior Financial Officers”), is fundamental to the financial reporting process and the reputation
and success of Red Trail. Red Trail’s Senior Financial Officers hold an important and elevated
role in corporate governance in that they are uniquely capable and empowered to ensure that all
stakeholders’ interests are appropriately balanced, protected and preserved. Because of this
special role, each of the Senior Financial Officers agrees to be bound by this Code of Ethics for
Senior Financial Officers and each agrees that he or she will:




	 	1.	 	Act with honesty and integrity and ethically handle actual or
apparent conflicts of interest in personal and professional relationships
involving Red Trail or its business.
	 
	 	2.	 	Provide information that is accurate, complete, objective,
relevant, timely and understandable to ensure full, fair, accurate, timely and
understandable disclosure in reports and documents that Red Trail files with,
or submits to, government agencies, including the Securities and Exchange
Commission (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 and
public regulatory agencies, affecting Red Trail’s business and its conduct in
business matters.
	 
	 	4.	 	In all matters affecting Red Trail’s business and its conduct
in business matters, act in good faith, responsibly, with due care, competence
and diligence, without misrepresenting material facts or allowing his/her
independent judgment to be subordinated.
	 
	 	5.	 	Respect the confidentiality of information acquired in the
course of his/her work for Red Trail except when authorized or otherwise
legally obligated to disclose. Confidential information acquired in the course
of his/her work for Red Trail shall not be used for personal advantage.
	 
	 	6.	 	Proactively promote and be an example of ethical behavior as a
responsible partner among peers in Red Trail’s working environment.
	 
	 	7.	 	Achieve responsible use of and control over all Red Trail
assets and resources employed or entrusted to him/her.





     Each of the Senior Financial Officers are expected to adhere to this Code of Ethics for Senior
Financial Officers and Red Trail’s Code of Business Conduct at all times. Any violations of either
of 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 Financial
Officer is found to be in violation of this Code of Ethics for Senior Financial Officers, such
person will be subject to disciplinary action, which may include termination of employment. It is
against Red Trail policy to retaliate against any employee for good faith reporting of violations
of 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 Listing
Standards), and so appointed by the Board of Governors, the Audit Committee of the Board of
Governors) shall have the sole discretionary authority to approve any amendment to or waiver of
this Code of Ethics for Senior Financial Officers. Any such amendment to or waiver of this Code of
Ethics for Senior Financial Officers shall be publicly disclosed in the manner specified by SEC
rules.





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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 compliance
with all applicable securities laws and regulations, accounting standards, accounting controls and
audit practices. In furtherance of this commitment, Red Trail wishes to assure you that you may
submit a good faith complaint regarding accounting or auditing matters to management without fear
of harassment, discrimination, dismissal or retaliation of any kind.



     To facilitate reporting of complaints, Red Trail’s Audit Committee has established these
procedures for (1) the receipt, retention and treatment of complaints regarding accounting,
internal accounting controls, or auditing matters (referred to in this document as “Accounting
Matters”) and (2) the confidential, anonymous submission by employees of concerns regarding
questionable 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 of
financial records of Red Trail;
	 
	 	3.	 	deficiencies in or noncompliance with Red Trail’s internal
accounting controls;
	 
	 	4.	 	misrepresentation or false statement to or by a senior officer
or accountant regarding a matter contained in the financial records, financial
reports or audit reports of Red Trail;
	 
	 	5.	 	deviation from full and fair reporting of Red Trail’s financial
condition; or
	 
	 	6.	 	violations of Red Trail’s Code of Ethics for Senior Financial
Officers.





II. Receipt of Complaints




     Concerns regarding Accounting Matters may be reported as follows:


1. Regular mail to:



Audit Committee



Red Trail Energy, LLC






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P.O. Box 11



Richardton,
North Dakota, 58652



2. E-mail to:



auditcommitte@redtrailenergy.com



3. 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 violations
regarding Accounting Matters with the Audit Committee of our Board of Directors. That may be done
via phone message or e-mail as follows:



1. E-mail to:




auditcommitte@redtrailenergy.com




2. Telephone voicemail to:




1-701-974-3308,
ext. 115




     All employee complaints may be made on a confidential or anonymous basis. If an employee
provides a complaint on a confidential or anonymous basis, we encourage the submitter to provide
enough 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 needed
and to allow acknowledgment of the complaint. We emphasize, however, that this is not required to
submit a complaint.



III. Treatment of Complaints




     Upon
receipt 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 will
be reviewed under Audit Committee direction and oversight by the Ethics Compliance Officer or such
other persons as the Audit Committee determines to be appropriate. Prompt and appropriate
corrective 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 discriminate
against any employee in the terms and conditions of employment based upon any lawful actions of
such employee with respect to good faith reporting of complaints regarding Accounting Matters or
otherwise 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 Audit
Committee. Copies of complaints and such log will be maintained in accordance with Red Trail’s
then applicable document retention policy.





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CERTIFICATION




     I have read and understand the Company’s Code of Business Conduct (the “Code”). I understand
that the Company’s Ethics Compliance Officer is available to answer any questions I have regarding
the Code. I agree to comply with the Code in all respects during my employment or other
relationship with the Company. I understand that my failure to comply in all respects with the Code
is a basis for termination for cause of my employment or other relationship with the Company.



	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Signature:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

(Please Print)
	 	 









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