← All rule pagesRule 206(4)-1(b)(3)
Testimonial/endorsement: adviser oversight and written agreement requirement
testimonialendorsementwritten-agreementoversightde-minimis
Excerpted verbatim from the rule
The adviser has a reasonable basis for believing that any testimonial or endorsement disseminated complies with the requirements of this section, and the adviser has entered into a written agreement with any person giving a testimonial or endorsement for compensation describing the scope of the agreed-upon activities and the terms of the compensation for those activities, except where the compensation is de minimis (e.g., $1,000 or less, in cash or non-cash, during the preceding twelve months).
What violations look like
LinkedIn
An RIA pays a finance YouTuber $5,000 for a "Sponsored by [Firm]" segment under a handshake deal — no written promoter agreement on file.
Why it's flagged: A written promoter agreement is mandatory whenever the promoter receives more than de minimis compensation ($1,000 or less in 12 months). The firm is liable for the promoter’s statements regardless of whether an agreement exists.
Compliant rewrite
Sign a written promoter agreement before the campaign runs. The agreement should specify compensation terms, the scope of statements the promoter is authorized to make, and the disclosure language they must include in the segment.
Brochure
A CPA refers clients to the RIA for a 10% revenue share on the first year of fees — no written agreement on file.
Why it's flagged: The same rule applies to solicitor and referral arrangements, not just public-facing endorsements. The CPA is a "promoter" for Marketing Rule purposes the moment compensation flows.
Compliant rewrite
Execute a written referral agreement specifying the comp split, the disclosures the CPA must give referred clients about the comp arrangement, and the firm’s ongoing oversight obligations.
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