Investment Advisory Agreement
This Investment Advisory Agreement (the “Agreement”) establishes the terms on which the company operating under the brand “L4L Invest” (the “Advisor”), provides advisory services to its clients. The Agreement becomes legally binding on any person who accepts its terms by executing an accession agreement or by providing consent in any other manner contemplated therein. Any individual or entity accepting the Agreement in this way is referred to as the “Client”. The Advisor and the Client are together the “Parties” and each a “Party”.
Recitals
The Client wishes to allocate a portion of their own funds to crypto assets and other digital-market instruments, including decentralized finance (DeFi) solutions, using trading sub-accounts on centralized exchanges as well as non-custodial wallets and multi-signature arrangements.
The Advisor is engaged in investment-advisory activity and undertakes to provide non-fiduciary, non-discretionary recommendations directed at building and adjusting an investment strategy. The Advisor assumes no obligation to hold, manage, or dispose of the Client’s assets and performs no custodial function.
The Client supplies the Advisor with initial information about their objectives, investment horizon,
acceptable risk level, operational constraints, and other parameters required to prepare an individual strategy.
The Parties agree that all assets and infrastructure access (accounts, wallets, keys, and other authorization means) remain under the Client’s exclusive control; all asset operations are carried out and confirmed solely by the Client; and any participation of the Advisor’s personnel in multi-signature arrangements is limited to a co-signing role that does not allow unilateral initiation or completion of transactions.
Definitions
Strategy — the Client’s individual investment strategy for the use of crypto assets and DeFi instruments, prepared by the Advisor and delivered to the Client in final form.
Investment Mandate — the agreed investment objectives, permitted asset classes, target networks, risk limits, and the list of approved protocols, exchanges, and liquidity providers.
Portfolio — the aggregate of the Client’s assets held in exchange sub-accounts and designated non-custodial wallets and used to implement the Strategy.
Capital — the total value of digital assets the Client initially contributes to the Portfolio at the
start of the engagement, as recorded in the accession agreement.
Profit and Loss (PnL) — the change in Portfolio value between the start and end of a Reporting Period, adjusted for inflows and outflows and including DeFi-derived income accrued and available for withdrawal at the fixation date. In the first Reporting Period the profit base is reduced by the Entry Fee already paid.
High-Water Mark — the highest historical Portfolio value, measured net of all accrued fees
including the Success Fee, regardless of whether it coincides with a Reporting Period end.
Inflows / Outflows — the Client’s net contributions to, and withdrawals from, the Portfolio
during a Reporting Period.
Entry Fee — a one-time, non-refundable fee payable in full at the start of the engagement,
calculated as a percentage of Capital, covering strategy development, training, and
assignment of dedicated analysts.
Success Fee — a fee equal to a percentage of PnL for a Reporting Period, payable only to
the extent Portfolio value exceeds the High-Water Mark.
Advisory Fee — an annual fee calculated as a percentage of assets under advisory.
Multi-Signature Wallet (Multisig) — a non-custodial wallet requiring an agreed number of
signatures to execute a transaction.
Signing Session — an agreed time window within which the Client submits and confirms
transactions.
Materials — the Advisor’s work product provided during the engagement, including analytical
materials, reports, methodologies, instructions, software tools, and the final Strategy.
1. Subject Matter and Nature of Services
1.1. The Advisor provides investment-advisory services for crypto assets and related DeFi
instruments, comprising: development of an individual Strategy from the Client’s information;
preparation of analytical materials, instructions, and methodological guidance; advice on the use
of trading sub-accounts, multi-signature wallets, and related infrastructure; and informational
support and reporting as set out below.
1.2. Services are provided solely as recommendations and analytical explanations. The Agreement
imposes no obligation on the Advisor regarding profitability, recoverability, or preservation of the
Client’s assets.
1.3. The Advisor has no right to unilaterally initiate, confirm, or complete any transaction with the
Client’s assets; to dispose of the Client’s assets without prior consent; or to act as a payment
agent or intermediary in transferring assets.
1.4. All operations — including purchase, sale, exchange, transfer, liquidity provision, staking,
farming, and opening or closing positions — are carried out and confirmed exclusively by the
Client. The Advisor is not liable for the Client’s execution or non-execution of recommendations.
2. No Trust Management or Custodial Control
2.1. The Parties confirm that this Agreement is not a trust-management, brokerage, agency, or
custody arrangement and transfers no powers of ownership, disposal, or control over the Client’s
assets to the Advisor; it creates no custodial or depository relationship; and it gives rise to no
fiduciary duties beyond the advisory duties expressly stated here.
2.2. All assets and all access to them (exchange accounts, wallets, keys, passwords, seed phrases,
multisig arrangements, and other authorization means) remain under the Client’s exclusive
control.
2.3. Any access of the Advisor’s personnel to multisig wallets is limited to co-signing and never
enables the Advisor to unilaterally initiate, confirm, or complete transactions, to alter transaction
parameters without consent, or to dispose of assets outside agreed use scenarios.
2.4. The Client bears full responsibility for safekeeping keys, passwords, seed phrases, and other
access means, and the Advisor is not liable for their loss, compromise, or unauthorized third-
party use.
3. Mandate and Investment Restrictions
3.1 The Investment Mandate covers objectives, permitted asset classes, target networks, risk limits,
and approved protocols, exchanges, and liquidity providers, and forms an integral part of this
Agreement.
3.2 Leverage, derivatives, hedging, and other instruments not provided for in the Mandate are
prohibited unless added by written agreement.
3.3 Any deviation from the Mandate requires the Client’s prior written consent through the agreed
channels. Where current recommendations conflict with the Mandate, the Mandate prevails.
4. Service Delivery and Materials
4.1 Within a reasonable time of receiving the Client’s completed questionnaire, the Advisor prepares
and delivers an individual Strategy for the use of crypto assets and DeFi instruments.
4.2 Supporting materials may include guidance on creating exchange sub-accounts and non-
custodial wallets, methodological materials on multisig use, and introductory materials on market
concepts and security.
4.3 After preparing the Strategy, the Advisor holds an online session to present it, take the Client’s
questions, and agree reasonable adjustments. The final version is delivered within a reasonable
time after the session.
4.4 Before implementation, a technical session verifies multisig wallets through test transactions,
agrees the Signing-Session procedure, and, if needed, performs the initial allocation of assets to
target wallets.
4.5 During implementation, operations proceed through multisig wallets (EVM networks) and non-
custodial wallets (non-EVM networks) within agreed Signing Sessions: the Advisor prepares a
draft transaction; the Client signs and submits it.
4.6 The Advisor provides ongoing written and remote support, responds within a reasonable time,
and delivers a Portfolio report at least once per month.
5. Client Rights and Obligations
The Client shall:
• make decisions and implement recommendations independently, without transferring actual
control over assets to the Advisor;
• provide complete, accurate information about objectives, horizon, risk tolerance, and other
strategy parameters;
• grant timely view-only access to accounts and wallets, and the exports needed for fee
calculation and reporting;
• safeguard keys, seed phrases, passwords, and two-factor authentication means;
• follow the Advisor’s security and operational instructions, including signing and multisig
procedures;
• promptly report security incidents or suspected compromise;
• confirm the accuracy of provided information at least monthly and report material changes;
• pay the Advisor’s remuneration as set out in Section 8 and the Fee Agreement.
The Client may receive recommendations, materials, and reporting within the agreed scope; request
clarifications; propose reasonable adjustments; and terminate this Agreement as provided herein.
6. Advisor Rights and Obligations
The Advisor shall prepare the Strategy, recommendations, and reporting diligently and on time;
provide explanations needed for implementation; flag material market changes and risks; maintain
confidentiality; and document and record delivery of recommendations through the agreed channels.
The Advisor shall not initiate or complete transactions unilaterally; act as custodian, broker, dealer,
payment agent, or trustee; guarantee results or asset preservation; or assume the Client’s tax or
accounting obligations except where expressly stated.
The Advisor may calculate and receive remuneration as agreed; decline proposals that breach the
Mandate or create excessive risk; suspend services on the Client’s breach (including KYC/AML,
payment, or security failures); and engage qualified personnel or contractors while remaining
responsible for the final result.
7. Term
7.1 This Agreement takes effect when the Client signs the accession agreement and remains in
force for one (1) year.
7.2 Absent written notice of termination before expiry, it renews automatically for a further year on
the same terms.
7.3 On renewal the Advisor may propose amended remuneration or other terms by delivering a draft
within a reasonable time before expiry; if the Client disagrees, the Agreement ends at the close
of the current term.
7.4 Termination or renewal does not release either Party from obligations accrued beforehand,
including remuneration due under this Agreement and the Fee Agreement.
8. Remuneration
8.1 The Client pays a one-time, non-refundable Entry Fee covering Portfolio analysis, strategy
development, DeFi-infrastructure guidance, assignment of advisors, reporting, and training. The
amount and payment terms are set out in Annex 1 (Fee Agreement); the Entry Fee is payable in
full at the start of the engagement.
8.2 In addition, the Client pays a Success Fee — a percentage of PnL payable only to the extent
Portfolio value exceeds the High-Water Mark, with the first-period base reduced by the Entry Fee
— and an Advisory Fee based on assets under advisory, assessed annually and payable after
the first 12 months if the Agreement is extended. Rates and methodology are in Annex 1
8.3 All fees are non-refundable once the relevant service is rendered or initiated. Paying any fee
confirms the service was provided in accordance with this Agreement.
8.4 Additional services beyond the agreed scope may carry separate fees, agreed in writing in
advance.
9. Valuation, Accounting, and Reporting
9.1 Portfolio value is calculated in US dollars as of 23:59:59 UTC on the last day of each Reporting
Period for remuneration purposes, using the exchange rate of the relevant venue or an agreed
pricing aggregator.
9.2 Income from liquidity pools, staking, farming, and similar instruments is included in PnL to the
extent rewards are accrued and available for withdrawal at the fixation date.
9.3 A Reporting Period spans three (3) calendar months or, if earlier, the date the Portfolio reaches a
cumulative net profit of forty percent (40%) measured from the period’s opening value and
adjusted for inflows and outflows. If PnL ≤ 0, the Advisor delivers a brief status report within a
reasonable time of period end; if PnL > 0, the Advisor fixes the result and delivers a detailed
calculation within the same window. After fixation, the net-of-fees Portfolio value becomes the
new High-Water Mark; withdrawals adjust the High-Water Mark proportionally rather than
resetting it.
9.4 Where data differs, official exchange reports and on-chain explorers prevail; pending
reconciliation, the Client remains liable for the undisputed portion of remuneration.
10. Limitation of Liability
10.1 The Advisor is not liable for market risk, price volatility, impermanent loss, third-party actions
(exchanges, payment systems, infrastructure providers, protocols), technological failures (hacks,
bugs, smart-contract vulnerabilities, forks, frozen transactions), network disruptions, confirmation
delays, or regulatory changes affecting availability of assets or services.
10.2 The Advisor provides consultations and analytical recommendations only, holds no client
assets, and guarantees no objectives, profit, or asset preservation.
10.3 The Advisor is not responsible for the Client’s decisions, actions, or omissions based on
recommendations. The Client acts independently and bears full responsibility for all executed
11. Risk Disclosure
11.1 The Client acknowledges that crypto-asset and DeFi transactions carry a high degree of risk,
including total or partial loss, high volatility, liquidity risk, technological failures, smart-contract
vulnerabilities, hacks, forks, transaction censorship or delay, asset freezing, and regulatory
change.
11.2 The Client confirms sufficient qualification and understanding to make independent decisions
and accepts all consequences of acting or not acting on recommendations.
11.3 The Client assumes all tax, currency, and related obligations connected with holding and
transacting crypto assets, and agrees the Advisor is not responsible for calculating or paying
them.
11.4 The Client accepts there is no guaranteed income and that the Advisor does not guarantee
preservation of capital or profit.
12. Compliance and KYC/AML
12.1 The Parties comply with applicable KYC, AML, CFT, and sanctions requirements.
12.2 The Client provides, on request, documents and information needed for compliance and
updates them promptly on any change.
12.3 The Advisor may suspend services or terminate the Agreement on discovering use of false
documents, refusal to provide required information within a reasonable time, or indications of
AML/CFT-contrary activity. The Advisor is not liable for losses arising from such suspension or
termination.
13. Conflicts of Interest
13.1 The Advisor maintains procedures to identify and prevent conflicts of interest and promptly
informs the Client of circumstances that may affect objectivity.
13.2 The Advisor may serve other clients, including with similar strategies, provided confidentiality
is maintained and the Client’s information is not used for third parties. The mere existence of
other clients is not a conflict of interest.
14. Confidentiality
14.1 The Parties keep confidential all non-public information obtained under this Agreement,
including the Strategy, protocol parameters, wallet addresses and access, internal
methodologies, reports, and business or personal matters.
14.2 Disclosure is permitted only where required by law or court order, where pre-approved in
writing by the owning Party, or where necessary for the Advisor’s AML/KYC obligations and
dealings with banks, payment systems, and counterparties.
14.3 A Party disclosing in breach compensates the other for resulting losses. Confidentiality
survives for a defined period after termination.
15. Intellectual Property
15.1 All rights in the Materials belong to the Advisor. The Client receives a limited, non-exclusive,
non-transferable licence to use them for its own purposes during the term only.
15.2 The Client shall not transfer, copy, publish, distribute, or commercialize the Materials without
prior written consent, and shall cease use and delete copies on termination, except records
required for accounting, tax, or legal purposes.
15.3 Breach of this Section is a material breach entitling the Advisor to terminate early and claim
damages and reasonable enforcement costs. The Client’s obligations under this Section survive
termination.
16. Communications and Verification of Instructions
16.1 The Advisor’s corporate email and the agreed authenticated messenger are the Official
Communication Channels; other channels are not official unless agreed in writing.
16.2 Instructions and approvals sent through Official Channels have legal effect only once
confirmed as provided here. Multisig actions require the Client’s electronic signature within an
agreed Signing Session, which is the sole sufficient evidence of consent.
16.3 Where authenticity is in doubt, the Advisor may request additional confirmation, including by
videoconference or multi-factor authentication.
17. Force Majeure
17.1 Neither Party is liable for non-performance caused by force majeure, including large-scale
network failures, protocol-level blockages, regulatory prohibitions, sanctions, cyberattacks,
infrastructure or data-centre outages, natural disasters, and armed conflict.
17.2 The affected Party notifies the other within a reasonable time and works to minimize the
impact. Affected obligations are suspended for the duration; if force majeure exceeds a
sustained period, either Party may terminate on written notice.
18. Suspension and Termination
18.1 The Advisor may immediately suspend services on the Client’s breach.
18.2 The Client may terminate on reasonable prior written notice; the Advisor may terminate on
reasonable prior notice, or immediately for material or repeated breach.
18.3 On termination the Advisor delivers a final report and Success-Fee calculation as of the
termination date; the Client pays amounts due within a reasonable time. Termination does not
release obligations accrued earlier, including remuneration and confidentiality.
19. Governing Law and Dispute Resolution
19.1 This Agreement is governed by the applicable law agreed by the Parties. Disputes are first
addressed through good-faith negotiation.
19.2 If unresolved within a reasonable period after written notice, a dispute is referred to the
competent forum agreed by the Parties with exclusive jurisdiction. The Parties agree claims are
brought individually and not on a class or representative basis.
20. Miscellaneous
20.1 Amendments are valid only in writing, signed or accepted by both Parties. Electronic
execution (e.g., DocuSign or similar) is equivalent to handwritten signatures.
20.2 If any provision is invalid, the remainder stays in force, and the Parties replace the invalid
provision with the closest valid equivalent. This Agreement is the entire agreement on its subject
matter and supersedes prior discussions. Headings are for convenience only.
20.3 The following annexes form an integral part of this Agreement: Annex 1 — Fee Agreement;
Annex 2 — List of incorporated documents (including Terms of Service, Privacy Policy, Risk
Disclosure Statement, and AML/CFT Policy). By signing the accession agreement, the Client
confirms review of and agreement to the documents in Annex 2, which are incorporated by
reference; electronic versions accessible via the indicated hyperlinks have full legal force.