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Scope of Work — Securities Attorney Engagement

NOT LEGAL ADVICE. This document defines the scope of work the operator is requesting from a licensed securities attorney. It does not itself constitute legal analysis or a legal opinion. Prepared by: Kristerpher, MooseQuest LLC — 2026-05-13 UTC.

Engagement overview

Client: Kristerpher, MooseQuest LLC (Pennsylvania, single-member LLC; entity filed 2026-05-13 PA DOS; awaiting certificate of organization) Product: Raxx — algorithmic trading platform for self-directed retail traders Launch target: 2026-05-23 UTC Engagement type requested: Advisory — posture opinion + copy review. NOT: broker-dealer registration, litigation, securities issuance, IP.

Item 1 — MBT Narrative Copy Review (Investment Advisers Act § 202(a)(11))

What it is: MBT ("Mind-Behind-Trade") is Raxx's v1 product. It is the surface where users describe their trading strategy in natural language, the AI parses that into a structured execution format (DSL), and Raxx executes trades rule-by-rule against the user's connected brokerage account. The product has user-facing copy describing what MBT does — how it positions itself to retail users.

What the attorney needs to do: Review the MBT v1 narrative copy (provided separately in Attachment D upon engagement) and answer:

  1. Does any copy string on the MBT product surface constitute "advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities" under 15 U.S.C. § 80b-2(a)(11)?

  2. Does any copy create or imply a fiduciary relationship between Raxx and the user?

  3. Are there specific phrases that should be rewritten, removed, or supplemented with disclaimers to reduce IA Act exposure?

Deliverable: Written memo: yes/no on IA Act triggering copy; specific rewrite recommendations for flagged phrases. Length: 2–6 pages. Format: memo.

Priority: LAUNCH BLOCKING. MBT copy must be cleared before 2026-05-23 UTC.

Item 2 — Founders Promo Copy Review (SEC Anti-Touting + State Blue-Sky)

What it is: Raxx's Founders Promo is an activation flow for early-access users. It includes: - Activation email copy ("You waited. Pro access starts now.") - Referral bonus language ("+3 months to referrer on conversion") - Offer terms copy ("our cost, not our sticker price") - Feedback incentive language ("+1 month per approved feedback")

These copy blocks are already flagged [ATTORNEY REVIEW REQUIRED] in design mockups per internal tracking in issue #197.

What the attorney needs to do: Review the Founders Promo copy (provided in Attachment D upon engagement) and answer:

  1. Does the referral bonus (+3 months to referrer on conversion) constitute a regulated referral fee or securities inducement under SEC Rule 206(4)-3 (Solicitors Rule) or state blue-sky equivalents?

  2. Does "our cost, not our sticker price" or the offer terms copy require specific disclosures or create consumer-protection exposure under any applicable state law?

  3. Does any activation or referral copy constitute a securities "touting" or promotion that requires disclosure of compensation under SEC rules?

Deliverable: Written memo: yes/no on each triggering question; specific rewrite or disclosure recommendations. 2–4 pages.

Priority: HIGH — needed before Founders Promo activates at launch. Can follow Item 1 by 3–5 days if attorney capacity is constrained.

Item 3 — AI Strategy Execution Scenarios A/B/C/D (Core Launch-Blocking Question)

What it is: This is the single most important question gating Raxx's launch. The legal research doc docs/legal/research/ai-strategy-execution-risks-2026-04-29.md has already analyzed four scenarios. Raxx's product decisions have locked on Scenario A ("Pure Parser") with elements of Scenario D ("Pattern Recognizer on User's Own Data").

The specific implementation locked by the operator: - AI parses the user's natural-language strategy description into a structured DSL. - User reviews and confirms the parsed DSL before activation. - Raxx executes order-for-order against the user's broker account using deterministic rule-based logic. - AI is NOT in the order-firing path. - AI also surfaces pattern-match notifications: "your last 32 iron condor entries at 45 DTE have returned 88.4% — current conditions match those parameters." Notification language is historical fact ("returned 88.4% on 32 trades"), not forecast ("will return 88.4%"). No action button in the notification. - User retains full decisional autonomy at every step.

What the attorney needs to do:

  1. Scenario A posture confirmation: Does this implementation — Claude parses user-authored natural-language strategy into DSL, user reviews and confirms, Raxx executes deterministically — constitute "advising others as to the advisability of investing in, purchasing, or selling securities" under 15 U.S.C. § 80b-2(a)(11)? If yes, which element of the three-prong SEC Release IA-1092 test is the strongest argument against registration, and what posture changes (UX, copy, or architecture) would strengthen that argument?

  2. Scenario D pattern-notifier posture: Does surfacing a notification anchored exclusively in the user's own historical trade data — "your last 32 iron condor entries with these parameters returned X% — current market conditions match those parameters" — constitute advice as to the advisability of investing under § 80b-2(a)(11)? Does the answer change if the notification language shifts from historical fact to any probabilistic or forward-looking framing?

  3. Scoring outputs trigger test: The research doc identified "risk-band classification" (conservative/moderate/aggressive) and "feasibility scoring" as Scenario B — ambiguously advisory. Confirm: which specific output types, if any, would individually trip the IA Act trigger if Raxx adds them post-launch?

  4. No-action letter feasibility: Is a no-action letter request to SEC staff cost-effective for a pre-launch startup in Scenario A, or is attorney-confirmed posture analysis sufficient?

Deliverable: Written memo with posture confirmation on each sub-question. This is the most substantive item — expect 4–10 pages. If the attorney concludes registration is required, include a one-paragraph description of the minimum viable compliance program for state-level registration under $100M AUM threshold.

Priority: LAUNCH BLOCKING. This memo must be received before 2026-05-23 UTC.

Item 4 — Position-Import / BYOB Aggregator Regulatory Posture

What it is: Raxx connects to users' brokerage accounts via SnapTrade (a B2B data aggregator) and Alpaca (default broker for new users who don't bring their own). When Raxx reads a user's positions and transaction history, questions arise about custody, disclosure, and the GLBA financial-institution classification.

What the attorney needs to do:

  1. Custody Rule (17 C.F.R. § 275.206(4)-2): In the BYOB model — user assets remain at Fidelity/Schwab/Alpaca, Raxx has no withdrawal authority — does the Custody Rule apply to Raxx? Does the answer change if Raxx ever has the technical ability to submit orders to the broker (even if the user has to confirm each trade)?

  2. Alpaca-default broker and referral fees: If Raxx receives any revenue from Alpaca tied to account openings or AUM, does that create introducing-broker obligations or broker-dealer registration requirements? What is the cleanest structure for the Alpaca default-broker relationship?

  3. SnapTrade TOS review scope: Which specific clauses of the SnapTrade Developer Terms should the attorney review before Raxx integrates live-trading via the aggregator? Flag: the full Developer Terms are not publicly available and must be obtained by Raxx directly.

NOTE: The GLBA privacy analysis (whether Raxx is a "financial institution" under GLBA) is a privacy-attorney question, not a securities-attorney question. The securities attorney should flag the boundary clearly and NOT be expected to cover GLBA. GLBA is handled in the separate privacy attorney engagement.

Deliverable: Written memo on Custody Rule + introducer broker analysis. 2–4 pages.

Priority: HIGH — needed before live-trading feature is enabled. Can follow Items 1 and 3 by 7–10 days.

Item 5 — TOS and Disclaimer Language

What it is: Raxx does not yet have a Terms of Service or Privacy Policy. A business-formation attorney or IP attorney (already engaged) may draft the ToS, but the securities attorney should review:

  1. Whether Raxx's ToS should include an explicit "you are the investment adviser, not Raxx" acknowledgment, and what language survives legal challenge.
  2. Whether the "not investment advice" footer in automated emails (support autoreply, notifications) is adequate or needs to reference the IA Act, the lack of SEC registration, etc.
  3. Whether any backtested performance display in the product UI triggers SEC Marketing Rule (Rule 206(4)-1(d)(2)) disclosure requirements, given Raxx is not a registered investment adviser.

Deliverable: Short written memo (2–3 pages) or annotated draft clauses. Can be attached to the Item 3 memo.

Priority: MEDIUM — needed before launch but can be completed in parallel with Items 1 and 3.

Out of scope — do not include in this engagement

Timeline

Date (UTC) Milestone
2026-05-13 Outreach sent; package delivered
2026-05-16 Attorney confirms availability, no conflicts, and provides fee structure
2026-05-18 Scope confirmed; flat-fee or hourly engagement accepted
2026-05-20 Preliminary written summary on Items 1 + 3 (launch blockers)
2026-05-23 v1 launch — all launch-blocking items must be cleared
~2026-06-15 Items 2, 4, 5 — written memos delivered (post-launch phase)

Preferred fee structure

Flat-fee engagement for Items 1 + 3 combined (the two launch blockers) is strongly preferred, with hourly billing for Items 2, 4, 5 as a secondary phase.

If flat-fee is not available, please provide an hourly estimate for each item. Hourly budget for the full scope: approximately $5,000–$15,000, depending on depth required. If the scope requires a no-action letter request (Item 3 sub-question), the budget and timeline would need to be renegotiated.

Background reading (provided upon engagement)

Before acting on any of the above, the attorney's written opinion — not this document — is the actionable output.