Case note · Webus / Samara Alpha

Webus / Samara Alpha: a 2% AUM + 20% performance-fee mandate that activates only after asset transfer.

Webus International Limited filed a Delegated Digital Asset Management Agreement with Samara Alpha Management LLC in June 2025. The contract is unusually useful for agreement-review search intent because it combines a discretionary digital-asset mandate, a layered fee stack, explicit custody controls and a condition that keeps the mandate non-operative until assets are actually transferred.

Agreement snapshot

FieldPublicly disclosed term
Execution dateMay 28, 2025
ClientWebus International Limited, later renamed Wetour Robotics Limited
ManagerSamara Alpha Management LLC
RoleExclusive delegated manager for digital assets, with discretionary investment decisions within agreed risk parameters
Mandate capUp to $300 million of Managed Assets unless otherwise agreed in writing
ActivationEffective only upon actual transfer of digital assets to the designated custody wallet; before that, non-operative except confidentiality
Management fee2.0% per year of AUM, daily-prorated and payable quarterly in arrears
Performance fee20% of quarterly Net Profit over the High-Water Mark
Staking economics80% of staking rewards to the client / 20% to the manager
ExpensesCustody, gas, audit and similar direct expenses at cost, plus reasonable out-of-pocket reimbursement
Custody controlDual- or multi-signature arrangements with at least one key retained by the client; manager has no unilateral withdrawal right
Initial termThree years from the Asset Transfer Date
Ordinary terminationEither party may terminate with 90 days' prior written notice

The activation condition is economically important

The contract does not treat signature date as the start of the management mandate. Article 1 ties effectiveness to the actual transfer of digital assets into the designated custody wallet. The filed agreement states that no assets or funds had been transferred or committed as of execution, and the June 2025 company announcement likewise said no investment activity had commenced under the framework.

Benchmarking implication: an executed agreement can exist without an active AUM denominator. A current review should distinguish signed, effective, funded and terminated status rather than assuming they are the same event.

The fee stack is broader than a 2% headline rate

The disclosed economics combine a 2.0% annual AUM fee with a 20% quarterly performance fee over a high-water mark, a 20% manager share of staking rewards and reimbursable direct expenses. For a fee benchmark, those layers should be modeled separately before being converted into a single decision view.

This makes the agreement a useful counterexample to simple “management fee” tables. A recurring AUM percentage does not capture performance participation, staking economics or pass-through costs.

Custody and management authority are separated

The agreement allows the manager to make investment decisions within agreed parameters and contemplates strategies including staking, yield-bearing protocols, custody platforms and on-chain or OTC activity. At the same time, the custody provisions require dual- or multi-signature arrangements with at least one key retained by the client and state that the manager does not have unilateral withdrawal rights.

That separation matters when comparing provider scope. Discretionary investment authority is not the same thing as unilateral custody control.

Term runs from funding, not signing

The initial three-year term begins on the Asset Transfer Date, not the May 2025 execution date. Either party can terminate with 90 days' prior written notice, while material breach, insolvency or regulatory disqualification can support immediate termination under the filed text.

Compared with long-duration DAT agreements that use 10- or 20-year terms or remaining-term payment formulas, this structure provides a distinct public comparator: conditional activation, a three-year initial term and a stated bilateral notice path.

Currentness control: company identity changed, activation still needs evidence

Webus later changed its name to Wetour Robotics Limited in 2026. That corporate-name update should be carried into entity searches, but it does not by itself prove that the 2025 Samara Alpha mandate was funded or became operative. The 2025 primary source expressly tied effectiveness to an Asset Transfer Date, so a current benchmark should look for later primary evidence of activation, amendment or termination rather than infer status from the original filing.

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Public-source factual commercial research only. No legal, fairness, fiduciary, accounting or investment opinion, and no recommendation concerning any provider or transaction.

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