Exhibit 14.1
OFFICIAL CODE OF ETHICS
FOR
GLOBAL RESOURCE CORPORATION
PURSUANT TO 247CFR WHICH REQUIRES REGISTERED INVESTMENT COMPANIES AND
THEIR INVESTMENT ADVISERS AND PRINCIPAL UNDERWRITERS TO ADOPT A CODE OF ETHICS
AND REPORTING REQUIREMENTS TO PREVENT FRAUDULENT, DECEPTIVE AND MANIPULATIVE
PRACTICES, THE FOLLOWING DOCUMENT SETS FORTH GLOBAL RESOURCE CORPORATION'S
OFFICIAL CODE OF ETHICS AS ADOPTED BY THE CORPORATION'S BOARD OF DIRECTORS ON
SEPTEMBER 17, 2004.
SECTION 1 - DEFINITIONS
(1) "Fund" shall mean Global Resource Corporation.
(2) "Access person" means any director, officer, general partner, or
advisory person of the Fund.
(3) "Advisory person" means any employee of the Fund, who, in connection
with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sales of a security
by the Fund, or whose functions relate to the making of any
recommendations with respect to such purchases or sales; and any
natural person in a control relationship to the Fund who obtains
information concerning recommendations made to the Fund with regard
to the purchase or sale of a security.
(4) "Purchase or sale of a security" includes, inter alia, the writing of
an option to purchase or sell a security.
(5) "Control" shall have the same meaning as that set forth in Section
2(a)(9) of the Investment Company Act.
(6) "Security" shall have the meaning set forth in 2(a)(36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
Government of the United States, short term debt securities which are
"government securities" within the meaning of Section 2(a)(16) of the
Investment Company Act, bankers' acceptances, bank certificates of
deposit, commercial paper, and such other money market instruments as
designated by the board.
(7) "Beneficial ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Securities Exchange Act of 1934 and the rules
and regulations there under, except that the determination of direct
or indirect beneficial ownership shall apply to all securities which
an access person has or acquires.
(8) "Investment company" means a company registered as such under the
Investment Company Act of 1940, as amended.
(9) "Manipulation" means to alter by artful, insidious, or unfair means
to serve one's purpose.
SECTION 2 - PROHIBITIONS
No access person of Global Resource Corporation, or any of it's subsidiaries,
shall purchase or sell, directly or indirectly, any security in which he or she
has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership and which he or she knows or should have known at the time
of such purchase or sale:
(a) is being considered for purchase or sale by the Fund; or
(b) is being purchased or sold by the Fund; or
(c) is being sold short by the Fund.
SECTION 3 - EXEMPTED TRANSACTIONS
The prohibitions of Section 2 of this Code shall not apply to:
(a) Purchases or sales affected in any account over which the access
person has no direct or indirect influence or control.
(b) Purchases or sales of securities that are not eligible for purchase
or sale by the Fund.
(c) Purchases or sales that are non-volitional on the part of either the
access person or the Fund.
(d) Purchases, which are part of an automatic dividend reinvestment plan.
(e) Purchases effected upon the exercise of rights issued by an issuer
pro-rata to all holders of a class of securities, to the extent such
rights were acquired from the issuer, and sales of such rights so
acquired.
(f) Purchases or sales that receive the prior approval of the Fund's
Board because they are only remotely potentially harmful to the Fund,
because they would be very unlikely to affect a highly institutional
market, or because they clearly are not related economically to the
securities to be purchased, sold or held by the Fund.
SECTION 4 - REPORTING
(a) Every access person shall voluntarily report to the Fund, on a timely
basis, the information described in Section 4(c) of this Code with
respect to transactions in any security in which such access person
has, or by reason of such transaction acquires, any direct or
indirect beneficial ownership in the security; provided, however,
that an access person shall not be required to make a report with
respect to transactions effected for any account over which such
person does not have any direct or indirect influence.
(b) A disinterested director of the Fund need only report a transaction
in a security if such director, at the time of that transaction, knew
or, in the ordinary course of fulfilling his or her official duties
as a director of the Fund, should have known that, during the 15-day
period immediately preceding the date of the transaction by the
director, such security was purchased or sold by the Fund or was
being considered by the Fund or its investment advisor for the
purchase or sale by the Fund.
(c) Every report shall be made not later than 10 days after the end of
the calendar quarter in which the transaction to which the report
relates was effected, and shall contain the following information:
(i) The date of the transaction, the title and number of shares,
and the principal amount of each security involved.
(ii) The nature of the transaction (i.e., purchase, sale or any
other type of acquisition or disposition).
(iii) The price at which the transaction was effected.
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.
It is the intent of the Fund to abide by Rule 17j-1, the Rule dictates
the reporting requirement, and as the Rule is amended, from time to
time, to review the Rule to insure that the Fund diligently abides by
all aspects of the reporting requirements under said Rule.
SECTION 5 - SANCTIONS
Section (b)(1) of Rule 17j-1 requires Funds to "use reasonable
diligence, and institute procedures reasonably necessary, to prevent violations"
of its codes of ethics.
Upon discovering a violation of this Code of Ethics, the board of
directors of the Fund may impose such sanctions as it deems appropriate,
including, inter alia, a letter of censure or suspension or termination of the
employment of the violator. Such a violation might include, but are not limited
to, filing incomplete, untimely, or false reports and engaging in any
manipulative practice or course of business that operates as a fraud upon such
registered investment company.
Rule17j-1 does not supplant any obligation or prohibition to which an
access person may be subject under the Investment Advisors Act of 1940 or any
other federal securities laws.
SECTION 6 - SIGNATURES
/s/ Richard D. Mangiarelli September 17, 2004
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Director Date
/s/ Richard F. Schmidt September 17, 2004
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Director Date
/s/ Paul Ferandell September 17, 2004
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Director Date
/s/ John E. Jordan September 17, 2004
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Director Date
/s/ Bruce G. Caldwell September 17, 2004
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Director Date
/s/ Joost H. Van Adelsberg, Jr. September 17, 2004
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Director Date