Professional Structure for the Financial Trust Code

Great Whale Trust (Greatwhale.org) & Private Securities Markets

1. Purpose and Scope

Define the objectives of the trust, including conservation, investment, and community benefit.

Specify the trust’s authority to participate in private securities markets in accordance with applicable laws and regulations.

2. Governance Structure

Trustees:

Appointment, qualifications, and fiduciary duties.

Powers and limitations in managing trust assets and making investment decisions.

Advisory Board:

Role in oversight, compliance, and strategic guidance.

Beneficiaries:

Definition and rights, including transparency and reporting obligations.

3. Compliance and Regulatory Framework

Securities Law Compliance:

Adherence to SEC regulations regarding private securities offerings, including registration exemptions under Regulation D and Section 3(c)(1) or 3(c)(7) of the Investment Company Act.

Ensure trust qualifies as a "qualified purchaser" or "accredited investor" as appropriate, based on trust structure and asset thresholds.

Tax Compliance:

Structure trust to comply with federal and state tax laws, including grantor trust rules, income attribution, and estate tax considerations.

Reporting and Disclosure:

Regular financial statements prepared under recognized accounting standards (e.g., IFRS or US GAAP).

Periodic reporting to beneficiaries and regulatory authorities as required.

4. Investment Policy and Risk Management

Eligible Investments:

Define permissible asset classes, including private securities, real estate, and impact investments.

Set allocation limits and diversification requirements.

Due Diligence:

Procedures for evaluating and approving new investments, including legal and financial review.

Risk Controls:

Policies for managing liquidity, market, and counterparty risks.

Use of independent third-party audits and annual risk assessments.

5. Trust Operations

Asset Custody:

Secure and segregate trust assets, with clear documentation of ownership and control.

Valuation:

Regular, independent valuation of all trust assets, especially illiquid or private securities.

Distribution Policy:

Rules for income and principal distributions to beneficiaries, including timing and approval processes.

6. Conflict of Interest and Ethics

Disclosure Requirements:

Mandatory disclosure of potential conflicts by trustees, advisors, and related parties.
Prohibited Transactions:

Ban on self-dealing and transactions with disqualified persons as defined by law14.
Ethical Standards:

Adoption of a code of conduct for all fiduciaries and service providers.

7. Amendments and Termination

Amendment Procedures:

Specify who can propose and approve changes to the trust code.

Termination Clauses:

Conditions and process for trust dissolution, asset liquidation, and final distributions.

8. Dispute Resolution

Internal Resolution:

Procedures for resolving beneficiary or trustee disputes.

External Arbitration:

Provision for independent arbitration or mediation if internal resolution fails.

Notes

The trust code should be tailored to ensure the trust qualifies as a "qualified purchaser" under Section 3(c)(7) if investing in private funds, or as an "accredited investor" under Regulation D, with appropriate asset thresholds and beneficiary definitions.

All trust activities in private securities markets must comply with anti-fraud provisions and registration requirements of the SEC, unless a valid exemption applies.

Regular review and updates are recommended to reflect changes in law, market practices, and the trust’s mission.

This structure provides a robust, compliant, and transparent framework for Great Whale Trust’s operations and participation in private securities markets.

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Great Whale Financial Trust