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#3141 — Securities Attorney Engagement Brief

§202(a)(11) Investment Advisers Act Posture + Hero-Copy Clearance

Purpose: Meeting-prep and engagement brief for Kristerpher Henderson to send a securities attorney covering: (a) whether Raxx's retrospective structure-enforcement and Shape sentiment-journal positioning risk characterization as an "investment adviser" under §202(a)(11) of the Investment Advisers Act; (b) hero-copy and marketing-claim clearance; (c) the disclaimer footer block needed before any public-facing marketing goes live. This document is NOT legal advice. Before publishing any copy or relying on any regulatory position, obtain a written opinion from a licensed securities attorney with Investment Advisers Act §202(a)(11) expertise.

Last updated: 2026-06-29. Sources cited below — verify freshness before the meeting.

Drive filing required: Per feedback_human_to_human_drive.md, upload to MooseQuest Legal / Attorney Meetings before the securities-attorney call.

TL;DR

Raxx's current product design — user-defined structure enforcement, fully retrospective results on the user's own data, no personalized recommendations, no trade execution by Raxx — is structurally aligned with the SEC's "inanimate tool" safe-harbor line of no-action guidance (FPL 1994, SunAmerica 2001) and sits outside the three-prong test in SEC Release IA-1092 (1987) on the "advice" prong. Shape (sentiment journal) is also structurally aligned because it reflects user-asserted labels against the user's own data. However, these are research-level conclusions: the product needs a written attorney opinion confirming this posture before launch marketing begins. The hero-copy and footer disclaimer also need attorney sign-off before getraxx.com goes public.

Company Facts (for attorney intake)

MooseQuest LLC is a Pennsylvania single-member LLC, formed 2026-05-22 UTC, EIN issued 2026-05-22 UTC. Registered agent: Northwest Registered Agent, 502 W 7th St, Ste 100, Erie, PA 16502-1333. Doing business as: Raxx / Raxx Platform. Operator: Kristerpher Henderson, sole member and manager. Contact: kris@moosequest.net.

Raxx is a pre-revenue SaaS platform for self-directed retail options traders. The product enforces the structure a user has already defined (entry rules, credit targets, exit triggers) against the user's own trades. It does NOT: recommend which securities to buy or sell; generate personalized investment proposals; exercise discretion over user accounts; or predict future performance. All results displayed are retrospective, based on the user's own historical data. Shape is a personal sentiment journal within Raxx where users label their own emotional state before and after trades and can filter their own historical results by those labels. No data is aggregated across users. No recommendation is generated by Raxx.

Section A — The Statutory Framework

A1. The definition: 15 U.S.C. § 80b-2(a)(11)

An "investment adviser" is any person who, for compensation, engages in the business of 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; or who, for compensation and as part of a regular business, issues or promulgates analyses or reports concerning securities.

Primary source (full statutory text): https://www.govinfo.gov/content/pkg/COMPS-1878/pdf/COMPS-1878.pdf

Cornell Law codification: https://www.law.cornell.edu/uscode/text/15/80b-2

A2. The three-prong test — SEC Release IA-1092 (1987)

All three prongs must be satisfied for the definition to apply:

  1. Advice prong: provides advice, reports, or analyses concerning securities
  2. Business prong: is in the business of providing securities-related advice or analysis (regular activity — need not be the principal business activity)
  3. Compensation prong: receives compensation for that activity (broadly interpreted; any economic benefit qualifies)

Source: SEC Release IA-1092 (1987): https://www.sec.gov/files/rules/interp/1987/ia-1092.pdf

Scholarly commentary (W&L Law Review): https://scholarlycommons.law.wlu.edu/cgi/viewcontent.cgi?article=2389&context=wlulr

Raxx's position on each prong:

A3. The publisher's exclusion — § 202(a)(11)(D)

The statute excludes "the publisher of any bona fide newspaper, news magazine, or business or financial publication of general and regular circulation."

Supreme Court interpretation: Lowe v. SEC, 472 U.S. 181 (1985) — the exclusion covers non-personalized information distributed to the public at large. The Court held the exclusion is grounded in Congress's intent to regulate "the business of rendering personalized investment advice." Non-personalized information falls outside that intent.

Lowe v. SEC (Justia): https://supreme.justia.com/cases/federal/us/472/181/ National Law Review overview: https://natlawreview.com/article/navigating-publishers-exclusion-under-advisers-act Winstead Investment Management (Dec 2025 application): https://www.winsteadinvestmentmanagement.com/2025/12/navigating-the-publishers-exclusion-under-the-advisers-act/

Attorney task: Confirm whether Shape's in-app display of a user's own historical results filtered by their own labels qualifies for the publisher's exclusion as non-personalized general-distribution content — or whether the per-user filtering takes it outside the exclusion. And whether the primary advice-prong analysis (not advice about advisability of future trades) is sufficient regardless.

A4. The "inanimate tool" no-action precedent

SEC staff no-action guidance has confirmed that software functioning as an "inanimate tool" applying objective, user-defined criteria — where users control all inputs, the algorithm applies non-discretionary criteria, and users make all final investment decisions — does not trigger adviser status.

Key precedents: - Financial Planning Technologies, Inc. (SEC No-Action, 1994) - SunAmerica Asset Allocation (SEC No-Action, 2001)

Overview and analysis: https://terms.law/Trading-Legal/guides/sec-no-action-letters.html

Wilson Sonsini — information vs. advice for analytics tools: https://www.wsgr.com/en/insights/informationor-advice-sec-regulation-of-information-providers-may-expand-to-include-providers-of-innovative-investment-analytics.html

Raxx's mapping to inanimate-tool criteria:

Criterion Raxx status
Users control all inputs Yes — user defines all rules; Raxx enforces them mechanically
Algorithm applies non-discretionary criteria Yes — rule-based engine, no Raxx-authored strategy selection
No Raxx discretion over account management Yes — user makes all buy/sell decisions
No Raxx-initiated orders (paper-trading aside) Yes — Raxx does not fire live orders autonomously
Results are retrospective, not prospective Yes — "no forecasts, no signals, no suggestions about what to do next"

A5. April 2026 SEC staff statement — user-directed interfaces

In April 2026, SEC staff articulated that non-discretionary, user-directed interfaces that do not: (a) negotiate transaction terms, (b) solicit specific securities transactions, or (c) make investment recommendations or provide advice — do not require broker-dealer registration. The "absence of discretion" and "no advice" principles are cross-applicable in the IA Act context.

SEC staff statement: https://www.sec.gov/newsroom/speeches-statements/staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized-prepare-staff-statement-regarding-broker-dealer-registration-certain-user-interfaces-utilized

WilmerHale summary: https://www.wilmerhale.com/en/insights/client-alerts/20260417-sec-staff-issues-broker-dealer-registration-guidance-for-certain-user-interfaces

Section B — Shape Sentiment Journal: Specific Questions

Shape is Raxx's personal sentiment journal feature. Users label their own emotional state before and after trades (e.g., Bullish / Bearish / Disciplined / Panicked). Users can then filter their own backtest/historical results by those labels. No data is aggregated across users. No recommendation is generated. User-asserted labels only.

Background research: docs/legal/research/shape-1-personal-sentiment-journal-compliance-2026-06-05.md Prior attorney questions (Section Q): docs/business/questions-for-attorney.md §Q

B1. § 202(a)(11) — Shape scope confirmation

Does Shape (accepting user-supplied emotional labels before and after trades, then returning filtered historical results showing how the user's own trades performed when they reported those labels) satisfy Prong A (advice concerning securities) of the three-prong test? The output is entirely historical and exclusively the user's own data.

B2. Auto-classification line-drawing

At what specific point does a label-suggestion or auto-tagging feature cross from neutral UI design into "advice concerning securities"? Specifically: - (a) Is a blank "select your state" field with user-supplied options unambiguously clean? - (b) Does a "most users who felt X in similar conditions selected Y" tooltip cross the line? - (c) Does auto-tagging from behavioral signals (time-in-position, P/L sign) cross the line?

B3. In-app backtest filter — FTC § 5 standard

Confirm that SEC Marketing Rule 206(4)-1 does not apply to Raxx's in-app backtest-filter display showing a user their own sentiment-labeled historical results, because: (a) Raxx is not a registered investment adviser, and (b) an in-app display to an authenticated user of their own data is not an "advertisement." What is the residual FTC § 5 exposure, and what disclaimer placement standard applies? FTC § 5 primary source: https://www.ftc.gov/legal-library/browse/statutes/federal-trade-commission-act

Section C — Hero-Copy Clearance

The following copy from getraxx.com (landing page, as of 2026-06) needs attorney review and clearance before any public marketing begins. The attorney should mark each item: Approve as-is / Approve with edit / Requires disclaimer / Do not use.

C1. Copy already assessed as structurally clean (confirm)

Copy string Source location Assessment basis
"You already decided the structure. Entry, credit, exit — defined before the trade. Raxx holds you to it." HeroSection Process enforcement; no outcome claim
"You defined the structure. Raxx is the system that keeps you inside it." PillarsSection Inanimate-tool framing; user-defined
"Retrospective, not predictive. Raxx shows you what your structure returned on your own data. No forecasts. No signals. No suggestions about what to do next. Only what happened." AboutPage Explicitly retrospective; "no suggestions" is strong
"Paper first. Always." AboutPage Neutral; no outcome claim
"Raxx enforces the process you decide on — before emotion decides for you." Current copy Process focus; no outcome claim

Source: docs/business/raxx-marketing-compliance-brief-2026-05-27.md Section 10

C2. Copy requiring attorney clearance before use

# Copy / framing Risk basis Recommended rewrite
1 "Break into trading" or any variant implying newcomers will achieve trading success FTC § 5 (15 U.S.C. § 45) — implied outcome; PA UTPCPL § 201-2(4)(xxi) strict liability (Gregg v. Ameriprise, Pa. 2021) — capacity to deceive without intent "Build your trading discipline before your first live dollar moves." OR "The structured starting point for traders who want to know their process before they risk capital."
2 "+34.2% total return" or any specific backtest statistic shown in hero mock without proximate disclaimer FTC deceptive advertising; SEC Marketing Rule 206(4)-1 spirit Add proximate disclaimer: "Hypothetical backtest illustration. Does not represent actual trading results. Past hypothetical performance does not predict future results." Or replace specific numbers with "XX.X%"
3 Any testimonial showing trading P&L gains without disclosure of typical results FTC Endorsement Guides (16 C.F.R. Part 255, 2023 revision) — atypical-result disclosure required "Results not typical. Individual results will vary." is explicitly NOT sufficient per FTC. Must show distribution or disclose results are atypical with specificity.
4 "Raxx helps you be a successful trader" or outcome-implication variants FTC § 5 implied outcome guarantee; PA UTPCPL strict liability Replace with process framing: "Raxx enforces the process you decided on."

Source: docs/business/raxx-marketing-compliance-brief-2026-05-27.md Sections 2 and 7 Source (PA UTPCPL strict liability): https://klehr.com/publications/pennsylvania-businesses-are-strictly-liable-for-violations-of-pennsylvanias-unfair-trade-practices-and-consumer-protection-law-the-pennsylvania-supreme-court-holds/ Source (Gregg v. Ameriprise): https://www.eckertseamans.com/legal-updates/consumer-protection-law-ruling-could-spell-big-trouble-for-pennsylvania-businesses

C3. getraxx.com pages the attorney must review

The attorney should review the live copy at these locations before sign-off:

  1. getraxx.com — Hero section (main headline, subheadline, CTA)
  2. getraxx.com — Pillars section (three feature descriptions)
  3. getraxx.com — Pricing section (tier descriptions and Founders offer)
  4. getraxx.com/about — Full about page
  5. getraxx.com/legal/privacy — Privacy Policy footer disclaimer language
  6. getraxx.com/legal/terms — Terms of Service investment-advice disclaimer language
  7. Any HeroProductMock component showing hypothetical backtest statistics

Note: As of PR #3868, the getraxx.com legal pages were cleaned of internal scaffolding references. The placeholder copy has been de-scaffolded but attorney finalization has not yet occurred. Obtain current live versions before the meeting.

C4. Shape sentinel copy (in-app, if applicable)

The in-app Shape sentiment journal UI includes label-selection prompts. The attorney should confirm that the label-selection copy does not constitute advice. Specific copy strings from the UI should be provided to the attorney at engagement; request them from the engineering team if not already in the engagement package.

The following disclaimer language is proposed for the getraxx.com footer and any in-app investment-adjacent surfaces. The attorney must review and approve the final text before it is deployed. The draft language below is modeled on the "inanimate tool" framing from SEC no-action guidance; it has NOT been reviewed by a licensed attorney.

Proposed footer draft (attorney must finalize):

Raxx is a trade-management and process-enforcement tool. Raxx does not provide investment advice, financial advice, or recommendations to buy or sell any security. MooseQuest LLC is not a registered investment adviser under the Investment Advisers Act of 1940. Use of Raxx does not constitute an advisory relationship. Trading involves risk of loss and is not appropriate for all investors. Past backtest results are hypothetical and do not predict future performance.

Attorney questions on the footer: - Is "MooseQuest LLC is not a registered investment adviser under the Investment Advisers Act of 1940" the correct formulation, or should it cite the specific §202(a)(11) definition? - Should the footer cite 15 U.S.C. § 80b-2(a)(11) explicitly? - Is the footer sufficient for PA UTPCPL purposes given the 2021 Gregg v. Ameriprise strict-liability standard, or does it need to cite 73 P.S. § 201 et seq.? - Must the footer appear on every page, or only on pages with securities-adjacent content?

Background: docs/business/raxx-marketing-compliance-brief-2026-05-27.md § 5A Source (SEC IA-1092, 1987): https://www.sec.gov/files/rules/interp/1987/ia-1092.pdf

Section E — Written Opinion vs. Verbal Posture

The core question for the engagement: Raxx's current product posture appears to sit outside the § 202(a)(11) definition under the "inanimate tool" no-action precedent. The attorney must advise:

  1. Is a verbal attorney confirmation ("posture memo" — email acceptable) sufficient to document Raxx's non-registration position for internal purposes and for the pre-launch window?

  2. Should Raxx obtain a formal written opinion letter before launch? What would a written opinion cost and how long would it take?

  3. Is a no-action request to SEC staff warranted at Raxx's current stage, or premature? (No-action letters typically cost $15,000–$40,000+ and take months — not recommended for pre-launch unless the attorney identifies a specific gray area that requires it.)

  4. What specific product behavior, if added, would require a new opinion before shipping? The engineering team needs a bright-line rule: "if Raxx ever does X, get a new opinion before shipping." This is the single most operationally valuable output of the engagement.

Section F — Attorney Candidate Recommendations

Prior research (2026-05-13 and 2026-05-20) identified and scored candidates. Full scoring detail: docs/business-legal/securities-attorney-engagement-2026-05-13/DECISION-MATRIX.md

Top candidates (ranked):

# Firm Attorney Location Notes
1 Stark & Stark PC Joseph C. Antonakakis Hamilton, NJ Top-ranked in prior scoring; AI + IA Act + emerging-tech experience; 2026 NJ Rising Star; hourly ~$350–$500 (unconfirmed)
2 Lex Nova Law Confirm at intake Philadelphia, PA IA registration and fintech; operator-local; ~$350–$550/hr (unconfirmed)
3 Parker MacIntyre J. Steven Parker Atlanta, GA (remote) Entire practice focused on IA Act; fixed-fee options available
4 Shulman Rogers Hunter M. Haines Potomac, MD / DC metro Fintech + IA registration; DC regulatory proximity
5 Rich May PC Thomas H. Bilodeau III Boston, MA (remote) Deep IA compliance depth; strongest for established clients

Contact at intake for Firm 1: jantonakakis@stark-stark.com / 609.945.7681 Contact at intake for Firm 2: Requests@lexnovalaw.com / 267-792-3340

Critical intake question for any firm: Confirm that the attorney handles "does this platform trigger IA registration?" — not only compliance for entities that are already registered. Some practices default to recommending registration; Raxx needs an attorney who will rigorously argue against registration where the facts support it.

Estimated Cost

All estimates are unsourced or from industry ranges — confirm with each attorney at intake.

Scope Estimated cost
Verbal posture memo (email) for core § 202(a)(11) question $1,500–$4,000 (3–8 hrs at $350–$500/hr)
Written posture opinion letter (formal, citeable) $3,500–$8,000
Full launch review (§ 202(a)(11) + hero copy + Shape + disclaimer block) $5,000–$15,000
No-action letter (if warranted — NOT recommended pre-launch without attorney guidance) $15,000–$40,000+

Prior cost estimate source: docs/business-legal/mbt-securities-attorney-prep-2026-05-20.md LawPay attorney hourly rate survey (2023 state baselines): https://www.lawpay.com/about/blog/lawyer-hourly-rate-by-state/

Jurisdiction Flags

Jurisdiction Relevant fact
Federal (SEC) § 202(a)(11) is a federal statute; IA registration for AUM < $100M is state-level
Pennsylvania (PA DoBS) PA Department of Banking and Securities administers IA registration for PA-based advisers with AUM < $100M; primary source: https://www.pa.gov/agencies/dobs/securities/investment-advisers.html
All 50 states Web platform accessible nationwide; multi-state IA registration may be required if the advice prong is triggered; NASAA coordinates state IA registration
EU / EEA Geo-blocked at signup; not in scope for launch
Quebec / Canada Geo-blocked at signup; not in scope for launch

Timing / Deadlines

Item Deadline Stakes
Written posture memo (at minimum) Before getraxx.com public marketing begins Publishing hero copy + footer without attorney sign-off exposes MooseQuest LLC to § 202(a)(11) characterization and FTC § 5 / PA UTPCPL enforcement without documented legal posture
Footer disclaimer deployed Before any public-facing marketing targets retail traders Footer is a pre-launch blocker per docs/business/raxx-marketing-compliance-brief-2026-05-27.md § 5A
Shape § 202(a)(11) confirmation Before Shape ships to any paid user Shape sentiment journal Q1 + Q3 must be resolved before paid launch; prior research flags this as blocking
Bright-line rule for new features At attorney engagement, not as a follow-up Engineering needs the "if we add X, get a new opinion" rule before building any adjacent features

Documents to Send at Engagement

In priority order:

  1. docs/business-legal/securities-attorney-engagement-2026-05-13/03-raxx-one-pager.md — product overview for intake
  2. This packet (2026-06-29-securities-attorney-engagement-brief.md) — scope and questions
  3. docs/business/raxx-marketing-compliance-brief-2026-05-27.md — hero-copy analysis
  4. docs/legal/research/shape-1-personal-sentiment-journal-compliance-2026-06-05.md — Shape § 202(a)(11) and privacy questions
  5. docs/business-legal/securities-attorney-engagement-2026-05-13/05-pre-meeting-questions.md — full prior question list (Q1–Q3 from Section 1 remain the launch-blocking items)
  6. docs/business-legal/securities-attorney-engagement-2026-05-13/06-mbt-copy-sample.md — MBT educational overlay copy under review
  7. Current live getraxx.com screenshots (hero, pillars, pricing, about, legal pages)

Questions for the Securities Attorney

Launch-blocking (must answer before getraxx.com goes public):

  1. Does Raxx's current product design — user-defined structure enforcement, fully retrospective display of the user's own trade results, no Raxx-generated recommendations, no Raxx discretion over user accounts — constitute "advising others as to the advisability of investing in, purchasing, or selling securities" under 15 U.S.C. § 80b-2(a)(11)? Does the three-prong test in SEC Release IA-1092 (1987) require IA registration?

  2. Does Shape (user-asserted emotional labels before/after trades; filtered retrospective display of the user's own historical results) independently satisfy the advice prong of § 202(a)(11)?

  3. Is the publisher's exclusion in § 202(a)(11)(D) (as interpreted by Lowe v. SEC, 1985) applicable to Raxx's in-app backtest-filter display, Shape's label-filtered results, or both?

  4. Review the hero-copy items in Section C2 of this packet. Mark each: Approve as-is / Approve with edit / Requires disclaimer / Do not use.

  5. Review the proposed footer disclaimer in Section D. Is the draft language sufficient under the Investment Advisers Act and under PA UTPCPL (Gregg v. Ameriprise, 2021 strict-liability standard), or must it be strengthened?

  6. At what specific product behavior does Raxx cross the line from "inanimate tool" into "investment adviser"? Provide a bright-line rule that the engineering team can build to.

  7. Is a verbal posture memo (email) sufficient for Raxx's pre-launch documentation needs, or should Raxx commission a formal written opinion letter? What would the formal opinion cost and how long would it take?

  8. Is a SEC no-action request warranted at this stage, or premature?

Shape-specific (must answer before Shape ships to any paid user):

  1. Does accepting user-supplied emotional labels before and after trades and returning filtered historical results satisfy Prong A (advice concerning securities) of the three-prong test? Does the "user-asserted data only" principle protect Raxx from the advice-prong characterization?

  2. What is the bright-line between a label-selection UI (user types or selects their own label) and a label-suggestion UI (Raxx proposes a label based on behavioral signals)? At what point does label suggestion constitute § 206 anti-fraud exposure?

Sources

Before publishing any copy, deploying any disclaimer language, or relying on any regulatory position described in this document, obtain a written opinion from a licensed securities attorney with Investment Advisers Act § 202(a)(11) expertise. This document is meeting-prep and research material only. It does NOT constitute legal advice.