Pre-Meeting Questions — Securities Attorney Engagement

NOT LEGAL ADVICE. This is a preparation checklist for the attorney consultation. The attorney should answer each question based on Raxx's specific facts — the research docs cited below are preparation material, not legal analysis. Prepared: 2026-05-13 UTC.

Instructions for attorney

These questions are organized by priority. Items marked [LAUNCH BLOCKING] must be answered before 2026-05-23 UTC. Items marked [HIGH] should be addressed in the first engagement phase. Items marked [MEDIUM] can follow within 30 days post-launch.

The attorney may respond inline to this document, in a separate memo, or verbally during a call — but a written summary of the answers to [LAUNCH BLOCKING] items is required before launch.

Background research docs (available upon engagement): - ai-strategy-execution-risks-2026-04-29.md — full Scenario A/B/C/D analysis - demo-session-email-gating-2026-04-29.md — privacy context (for boundary-setting only; privacy questions are out of scope for this engagement)

Section 1 — Investment Advisers Act § 202(a)(11) Core Questions

Q1 [LAUNCH BLOCKING]

Given this specific implementation: - Claude parses user-authored natural-language strategy into a structured DSL - User reviews and confirms the parsed DSL before activation - Raxx executes orders deterministically against the user's Alpaca or BYOB broker account - AI is not in the order-firing path

Does this 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 SEC Release IA-1092 three-prong test is most contested, and what UX, copy, or architectural change would most effectively remove the advisory element?

[ ] No — not an investment adviser under this implementation
[ ] Yes — registration required
[ ] Ambiguous — attorney guidance: ____

Q2 [LAUNCH BLOCKING]

Raxx surfaces pattern-match notifications anchored exclusively in the user's own historical trade data. Current draft language:

"Your last 32 iron condor entries at 30-delta, 45 DTE have returned 88.4% on 32 set trades — conditions today match the parameters on those 32 entries."

Does this notification constitute advice as to the advisability of investing under § 80b-2(a)(11)? Specifically:

(a) Is stating a user's own historical return rate "advice" when it is framed as retrospective fact about trades the user already placed?

(b) Does the phrase "conditions today match the parameters on those 32 entries" introduce an inference about the current trade that crosses from information into advice?

[ ] Historical-fact framing is defensible as information, not advice
[ ] The match-condition language introduces advisory inference — recommended rewrite:
[ ] The entire notification feature requires structural change

Q3 [LAUNCH BLOCKING]

The existing research doc identified the MBT narrative copy as requiring attorney review. Specifically: does any of the following copy (from MBT surfaces and getraxx.com) constitute "advising as to the value of securities" or "advising as to the advisability of" trading:

(a) "Stack raxx. Trust the tape." (hero headline) (b) "The quant cockpit for traders who'd rather read the numbers than the news. Backtest, paper, and go live — on one tight surface." (hero subhead) (c) Pillar copy: "Securities backtesting across stocks and ETFs — 10+ years of bars... Options trading (paper) and options screening included in MBT v1." (d) Pillar copy: "Every strategy runs in paper mode before it touches real size. You decide when to promote. No accidents." (e) Any MBT in-product copy provided separately as Attachment D

For each flagged string: yes/no on IA Act triggering; recommended rewrite if needed.

[ ] No strings flag advisory content — no rewrites required
[ ] Specific strings flagged for rewrite: ____

Q4 [HIGH]

Which of the following specific output types, if added to Raxx post-launch, would individually trigger investment adviser status under § 80b-2(a)(11)?

(a) PDT $25K rule flag ("your account balance is below the $25,000 PDT threshold — pattern day trading will be restricted") (b) Backtest return display ("your strategy returned +34.2% over the backtest period of 2021-01-01 to 2024-01-01") (c) Risk-band label ("this strategy's historical drawdown profile is: conservative / moderate / aggressive") (d) Feasibility flag ("your target return of 50%/year is above the historical 80th percentile for this strategy type") (e) Volatility-regime indicator ("current IV regime: elevated — historically your iron condors have performed better in the low-IV regime")

For each: does it trigger the "analyses or reports concerning securities" prong of the statute independently of the "advising" prong?

Q5 [HIGH]

Is a no-action letter request to SEC staff: (a) Cost-effective for a pre-launch startup with < $5M ARR in Scenario A? (b) Likely to produce a favorable response given the current SEC posture on AI and fintech platforms? (c) Necessary, or does a well-documented attorney opinion provide sufficient protection for a pre-registration posture?

Attorney's recommendation: - [ ] No-action letter recommended — reasons: - [ ] Attorney opinion letter is sufficient — reasons: - [ ] Monitor regulatory developments; revisit at [milestone]:

Q6 [HIGH]

Does Raxx's referral structure — "+3 months of Pro access to the user who refers a friend, upon that friend's conversion to paid" — constitute: (a) A "referral fee" that triggers SEC Rule 206(4)-3 (Solicitors Rule) disclosure requirements? (b) A "touting" arrangement or compensated endorsement subject to SEC disclosure rules? (c) A state blue-sky regulated "referral" in any state where Raxx has early users (focus: PA, NY, CA, TX)?

If yes: what disclosure language is required in the referral flow?

Q7 [HIGH]

Raxx's Founders Promo copy includes: "our cost, not our sticker price." Does this language, in the context of a SaaS subscription offer, create any consumer-protection or securities-law exposure? Specifically:

(a) Is this a regulated pricing claim under any applicable federal or state statute? (b) Does it imply a guarantee of perpetual pricing that requires specific carve-out language in the offer terms?

Section 3 — Broker Model and Custody Questions

Q8 [HIGH]

In the BYOB architecture — user assets remain at Fidelity/Schwab/Alpaca; Raxx has no withdrawal authority; orders are submitted to the broker via API on the user's behalf under the user's pre-authorized rules:

(a) Does the Custody Rule (17 C.F.R. § 275.206(4)-2) apply to Raxx? (b) Does Raxx's ability to submit orders via API (without per-trade confirmation for automated execution) constitute "custody" or "control" over client assets? (c) What UX or contractual safeguard (e.g., mandatory per-trade confirmation, notional caps, kill-switch) most effectively removes Custody Rule exposure?

Q9 [MEDIUM]

If Raxx receives any revenue from Alpaca tied to account openings (e.g., a flat per-account bounty or revenue-sharing on assets):

(a) Does this create introducing-broker obligations under FINRA rules, even if Raxx is not a registered broker-dealer? (b) Does it create broker-dealer registration requirements? (c) What is the maximum permissible revenue arrangement between Raxx and Alpaca that does not trigger B-D registration or Reg BI obligations?

NOTE: Raxx does not currently have a revenue-sharing arrangement with Alpaca. This question is forward-looking for planning purposes.

Section 4 — TOS and Disclaimer Language

Q10 [HIGH]

Should Raxx's Terms of Service include an explicit user acknowledgment along the lines of: "You are the investment adviser. Raxx is your execution platform. Raxx does not advise you on any investment decision."?

If yes: (a) What specific language survives challenge? (b) Does this language need to appear in the TOS only, or also in the product UI at activation?

Q11 [MEDIUM]

Raxx's backtest engine displays historical performance results for user-defined strategies (e.g., "+34.2% total return, 1.87 Sharpe, -8.4% max drawdown over the 2021–2024 period").

(a) If Raxx is not a registered investment adviser, does SEC Marketing Rule (Rule 206(4)-1, 17 C.F.R. § 275.206(4)-1) apply to this backtested performance display in the product UI? (b) If the rule applies, what disclosures are required alongside the backtest results display? (c) If the rule does not apply (because Raxx is not a registered IA), is there an analogous FTC or SEC requirement that governs performance display in a fintech product?

Q12 [MEDIUM]

Raxx sends automated system notifications to users (e.g., the pattern-match notification in Q2, trade confirmation emails, daily P&L digests). Each email currently includes a footer: "Raxx does not provide investment, financial, or tax advice. This is an automated notification — not a recommendation."

Is this footer adequate? Specifically: (a) Should it reference the Investment Advisers Act or Raxx's non-registration? (b) Should it reference the user's responsibility as the investment decision-maker? (c) Is a footer-only disclaimer sufficient, or should the disclaimer appear in-line within the notification body for any notification that includes performance data?

Section 5 — Additional Questions Arising from Product Principles

Q13 [HIGH]

The SEC Release IA-1092 (1987) "gap-filling" risk: if Raxx's AI fills in an unspecified parameter when parsing a user's strategy (e.g., the user says "30-delta iron condor" but doesn't specify which expiry, and the AI infers 45 DTE as a default), does that gap-fill constitute advice?

(a) Yes — gap-filling is advisory; require explicit user selection for every parameter (b) No — gap-filling is ministerial translation; document the default-fill logic in the audit log and in the user-facing confirmation screen (c) Context-dependent — analyze each gap-fill type separately

Q14 [MEDIUM]

Raxx displays backtested performance metrics in the product UI as visualizations (e.g., equity curves, win-rate charts, Sharpe ratio). This data is computed from historical market data and the user's own defined strategy — it is not Raxx's opinion of expected future performance.

Does the visual display of this computed historical data — regardless of any accompanying disclaimer — create any representation about the performance of a "security" that could trigger the "analyses or reports concerning securities" prong of § 80b-2(a)(11)?

Section 6 — Engagement and Planning Questions (Ask First)

Q15

What is your hourly rate, and do you offer flat-fee packages for the scope described in the Scope of Work document?

Q16

Do you foresee any conflicts that would prevent you from representing MooseQuest LLC / Raxx?

Q17

Can you turn around a preliminary verbal assessment on Q1 and Q2 within 48 hours of our initial call, and a written summary memo within 5 business days?

Q18

If your analysis concludes that Raxx should seek a no-action letter, what is your estimated cost and timeline for that process?

Q19

Do you have experience representing fintech platforms specifically in the "am I an investment adviser?" analysis, as opposed to platforms that already know they are registered IAs and need ongoing compliance support?

These questions are preparation material. The attorney's judgment on each point — not the framing in this document — is the authoritative output.