Form ADV Marketing Disclosures

Form ADV marketing disclosures require you to accurately describe your advertising and referral/solicitor (promoter) practices in Form ADV and keep those disclosures current through annual updates and prompt amendments for material changes. Operationalize this by mapping every marketing channel and referral relationship to the specific Form ADV items, then building a change-management workflow that forces ADV updates when marketing practices change. (Form ADV Parts 1A and 2A)

Key takeaways:

• You must disclose advertising practices and any solicitor/promoter arrangements, including compensation, in Form ADV. (Form ADV Parts 1A and 2A)
• The fastest way to get compliant is a “marketing and referrals inventory” tied directly to Part 1A Item 5 and Part 2A Item 14 disclosure language. (Form ADV Parts 1A and 2A)
• Build a repeatable trigger process so Marketing, IR/BD, and Legal/Compliance cannot launch or modify campaigns/referral deals without an ADV impact check. (Form ADV Parts 1A and 2A)

Form ADV is not a filing you “set and forget.” If you market advisory services, publish performance or testimonials, or pay (or are paid by) a third party for referrals, your brochure and Part 1A disclosures need to reflect what you actually do in the market. Examiners commonly treat mismatches between real-world marketing practices and Form ADV disclosures as a credibility problem: if the brochure is stale, they will question the reliability of your broader compliance program.

This requirement is practical: maintain a clean line of sight from (a) your marketing activity and referral economics to (b) the specific Form ADV sections that describe them, and (c) the evidence that proves your disclosures are complete and updated when facts change. The operational challenge is governance across teams. Marketing changes quickly; referral conversations happen in sales channels; and ADV updates often sit with Compliance as a periodic task. Your goal is to make Form ADV marketing disclosures a workflow, not a scramble.

This page gives you a requirement-level approach you can implement quickly: applicability, plain-English meaning, step-by-step controls, artifacts to retain, exam questions, common mistakes, and an execution plan. (Form ADV Parts 1A and 2A)

Regulatory text

Regulatory excerpt (provided): “Investment advisers must disclose their advertising practices and use of solicitors/promoters in Form ADV, including information about compensation arrangements with persons providing testimonials or endorsements.” (Form ADV Parts 1A and 2A)

Where this lives (provided):

• Form ADV Part 1A, Item 5 (advisory activities and types of clients) (Form ADV Parts 1A and 2A)
• Form ADV Part 2A, Item 14 (brochure disclosure of referral/solicitor arrangements and compensation) (Form ADV Parts 1A and 2A)

Operator meaning: Your Form ADV must align with your current marketing reality. If you use promoters/solicitors, paid endorsements/testimonials, referral arrangements, or other compensated introductions, your brochure must describe those arrangements and compensation. You must also keep these disclosures updated through annual updating amendments and prompt updates for material changes. (Form ADV Parts 1A and 2A)

Plain-English interpretation (what the requirement is really asking)

Treat Form ADV as your externally facing “truth set” about how you win and onboard clients. If you:

• market your advisory services through campaigns, websites, pitch decks, social media, or intermediaries, or
• compensate (cash or non-cash) a person or firm to introduce clients, provide endorsements/testimonials, or otherwise solicit,

then your Form ADV must disclose those practices clearly enough that a client can understand the role of third parties and the economic incentives involved. If you stop using promoters or start a new referral program, your ADV disclosures must change promptly to match. (Form ADV Parts 1A and 2A)

Who it applies to (entity and operational context)

Applies to:

• SEC-registered investment advisers and advisory businesses completing Form ADV filings and delivering the Form ADV Part 2A brochure to clients/prospects as applicable. (Form ADV Parts 1A and 2A)
• Fund managers that are investment advisers and market advisory services or use third parties for introductions/referrals. (Form ADV Parts 1A and 2A)

Operational contexts that trigger focus:

• You pay a third party for referrals, leads, or introductions (cash, fee splits, revenue share, placement-style arrangements, non-cash benefits). (Form ADV Parts 1A and 2A)
• You use promoters for testimonials/endorsements as part of your marketing program and compensate them in any form. (Form ADV Parts 1A and 2A)
• You materially change how you market: new channels, new audience/client type, new distribution partners, rebranding that changes positioning, or acquisition of a book with different marketing/referral practices. (Form ADV Parts 1A and 2A)

What you actually need to do (step-by-step)

1) Build a “marketing and referral inventory” that Compliance owns

Create a single inventory that lists, at minimum:

• All marketing channels (website, email campaigns, social, webinars, conferences, pitch decks, RFP library, consultant databases).
• All third parties involved in solicitation/referrals/promotions (individuals, placement agents, introducers, consultants, affiliates).
• Compensation terms (cash fees, fee splits, retainers, success fees, non-cash compensation, free services, expense reimbursements where relevant to the arrangement).
• Where each item is disclosed (Part 1A Item 5, Part 2A Item 14, plus internal cross-references to brochure language). (Form ADV Parts 1A and 2A)

Practical tip: if you cannot tie a marketing practice to a disclosure line, assume you have a gap until you prove otherwise.

2) Map inventory items to Form ADV disclosure language

Do a line-by-line mapping:

• Part 1A, Item 5: confirm your advisory activities and client types reflect what you are actually pursuing and serving through marketing. (Form ADV Parts 1A and 2A)
• Part 2A, Item 14: draft or update brochure language describing referral/solicitor arrangements and compensation. Use plain English. State who is paid, how they are paid, and the conflict created by that incentive. (Form ADV Parts 1A and 2A)

Output: a “Disclosure Mapping Memo” showing each marketing/referral practice and the exact ADV section that addresses it.

3) Establish a pre-launch compliance gate for marketing and referral changes

Add a required step to your marketing workflow: no new campaign, promoter, or referral agreement goes live until Compliance signs off on:

• whether Form ADV changes are required, and
• what the updated disclosure language will be. (Form ADV Parts 1A and 2A)

This gate should apply to:

• new compensated endorsers/testimonial providers,
• new introducer agreements,
• any new compensation model (for example, moving from flat fees to percentage-of-fees arrangements),
• any major change in target client type or advisory offering that affects Part 1A Item 5. (Form ADV Parts 1A and 2A)

4) Implement “ADV change triggers” and assign accountable owners

Create a short trigger list that business teams can understand. Examples of triggers that should force an ADV review:

• signing, amending, or terminating a solicitor/promoter agreement,
• changing compensation terms or adding non-cash compensation,
• launching a new marketing channel or materially changing how performance/testimonials are presented,
• entering a new client segment or materially changing services marketed. (Form ADV Parts 1A and 2A)

Assign owners:

• Marketing owner: confirms campaigns and endorsers/testimonials used.
• Business development/IR owner: confirms referral sources and compensation discussions.
• Legal/Compliance owner: updates Form ADV language and manages filing/delivery workflow. (Form ADV Parts 1A and 2A)

5) Update, file, and deliver the updated brochure; document the why

Operational checklist:

• Draft revised Part 2A Item 14 language, plus any related brochure edits needed for consistency. (Form ADV Parts 1A and 2A)
• Update Part 1A Item 5 as needed to align client types/activities with reality. (Form ADV Parts 1A and 2A)
• Run internal consistency checks: brochure, marketing materials, website disclosures, and contracts should not contradict each other.
• File the amendment (as part of annual updating and sooner when material changes occur) and ensure delivery processes follow your normal brochure delivery controls. (Form ADV Parts 1A and 2A)

6) Ongoing monitoring: test the inventory against reality

Run periodic attestations (simple but effective):

• Marketing attests the inventory lists every channel and any compensated promoter/testimonial arrangement.
• Finance/AP attests all third-party payments that could be solicitation/referral compensation are captured and reviewed for disclosure impacts.
• Compliance samples third-party agreements and compares terms to disclosed descriptions. (Form ADV Parts 1A and 2A)

Tooling note: teams often track this in spreadsheets, but it breaks during growth. Daydream can help by centralizing third-party relationships, linking agreements and payments to disclosure obligations, and driving a change-trigger workflow so ADV updates are not dependent on memory.

Required evidence and artifacts to retain

Keep artifacts in an “ADV Marketing Disclosures” folder with clear version control:

1. Marketing and referral inventory (current + prior versions) (Form ADV Parts 1A and 2A)
2. Solicitor/promoter/introducer contracts and amendments, with compensation terms highlighted (Form ADV Parts 1A and 2A)
3. Compensation support: invoices, payment approvals, and general ledger extracts that tie to third-party compensation arrangements (Form ADV Parts 1A and 2A)
4. Disclosure mapping memo tying each arrangement/channel to Part 1A Item 5 and Part 2A Item 14 language (Form ADV Parts 1A and 2A)
5. Form ADV filing package: draft-redline history, approvals, final filed versions (Part 1A and Part 2A), and a change log stating what changed and why (Form ADV Parts 1A and 2A)
6. Marketing approval tickets showing Compliance review, including whether ADV review was triggered (Form ADV Parts 1A and 2A)
7. Training records for Marketing/IR on what constitutes a promoter/solicitor arrangement and the internal trigger process (Form ADV Parts 1A and 2A)

Common exam/audit questions and hangups

Expect questions that force you to connect practice → disclosure → evidence:

• “List all persons or firms that refer clients to you and describe how they are compensated. Show where this is disclosed in your brochure.” (Form ADV Parts 1A and 2A)
• “How do you identify whether an influencer, consultant, or introducer is a solicitor/promoter for ADV disclosure purposes?” (Form ADV Parts 1A and 2A)
• “Show your process for updating Form ADV for material changes related to marketing.” (Form ADV Parts 1A and 2A)
• “Provide a sample of payments to third parties for marketing-related services and explain which are disclosed as solicitation/referral compensation and why.” (Form ADV Parts 1A and 2A)
• “Demonstrate that Part 1A Item 5 client types match your current business and actual clients.” (Form ADV Parts 1A and 2A)

Hangup that causes delays: teams cannot produce a complete list of referral sources because payments are scattered across AP, expense reimbursements, and “consulting” arrangements.

Frequent implementation mistakes (and how to avoid them)

Mistake	Why it fails in exams	How to avoid
Treating ADV updates as an annual event only	Material changes in marketing/referral practices can make the brochure stale	Add ADV change triggers to contracting and marketing launch workflows. (Form ADV Parts 1A and 2A)
Disclosing “we may compensate solicitors” without describing real arrangements	Generic language can look disconnected from actual compensation and conflicts	Inventory all arrangements; describe who is paid and how. (Form ADV Parts 1A and 2A)
Missing non-obvious promoters	Influencers, affiliates, “consultants,” or strategic partners may function as promoters	Reconcile against AP/GL and contracts, not just Marketing’s list. (Form ADV Parts 1A and 2A)
Brochure conflicts with contracts or pitch decks	Contradictions undermine trust in disclosures	Run a consistency review across brochure, agreements, and marketing materials before filing. (Form ADV Parts 1A and 2A)
No evidence of governance	You can have correct text but fail on process	Retain mapping memos, approval tickets, and change logs. (Form ADV Parts 1A and 2A)

Enforcement context and risk implications

No specific enforcement cases were provided in the source material for this requirement, so this page does not cite case outcomes. Practically, the risk is straightforward: inaccurate or stale Form ADV disclosures can create regulatory exposure during exams and raise client-facing risk because the brochure is a core disclosure document describing conflicts and business practices. The operational goal is to prevent divergence between what you do (marketing/referrals) and what you disclose (ADV). (Form ADV Parts 1A and 2A)

Practical 30/60/90-day execution plan

First 30 days (Immediate stabilization)

• Stand up the marketing and referral inventory and name data owners in Marketing, IR/BD, Finance/AP, and Compliance. (Form ADV Parts 1A and 2A)
• Collect all third-party agreements tied to client introductions, endorsements/testimonials, or marketing distribution. (Form ADV Parts 1A and 2A)
• Perform a gap review between current practices and current Part 1A Item 5 / Part 2A Item 14 language; draft corrective edits where needed. (Form ADV Parts 1A and 2A)

Days 31–60 (Control build-out)

• Implement the pre-launch compliance gate in your marketing approval process and contract intake process. (Form ADV Parts 1A and 2A)
• Create an “ADV change trigger” checklist and deploy it as required reading for Marketing and IR/BD. (Form ADV Parts 1A and 2A)
• Build the evidence pack structure (folders, naming conventions, version control) and require approvals to land there. (Form ADV Parts 1A and 2A)

Days 61–90 (Operationalize and test)

• Run a reconciliation: inventory vs AP/GL payments vs signed agreements; resolve exceptions and update disclosures if needed. (Form ADV Parts 1A and 2A)
• Tabletop an exam request: produce a complete list of promoters/solicitors and show contract → payment → brochure language. (Form ADV Parts 1A and 2A)
• Decide on tooling. If spreadsheets are already straining, implement Daydream to centralize third-party relationships, attach agreements and payment evidence, and drive automated reminders for disclosure-impact reviews. (Form ADV Parts 1A and 2A)

Frequently Asked Questions

Do I need to update Form ADV every time Marketing posts new content?

No. The operational standard is whether the change is material to what you disclose about marketing practices or referral/solicitor arrangements. Build a trigger list so routine posts do not cause noise, but new promoters, compensation terms, or major channel changes force review. (Form ADV Parts 1A and 2A)

What counts as a “solicitor” or “promoter” for ADV disclosure purposes?

If a third party is involved in introducing or influencing prospects and is compensated in connection with those activities, treat it as a likely referral/solicitation arrangement and route it through Compliance for Item 14 analysis. Document the conclusion and tie it back to the brochure language. (Form ADV Parts 1A and 2A)

We pay a third party for “consulting” and they sometimes introduce prospects. Is that in scope?

Assume it is in scope until you can document otherwise. Pull the contract scope, review payment patterns, and determine whether any portion relates to solicitation/referrals that should be disclosed in Part 2A Item 14. (Form ADV Parts 1A and 2A)

How do we evidence that our disclosures are “kept current”?

Keep a change log showing when marketing/referral practices changed, the internal review performed, and whether the ADV was amended. Pair that with approval records and the updated filed brochure versions. (Form ADV Parts 1A and 2A)

Who should own the Form ADV marketing disclosures process?

Compliance should own the requirement and the final text, but Marketing, IR/BD, and Finance/AP must be accountable for feeding complete inputs. Make it a shared workflow with defined triggers and sign-offs. (Form ADV Parts 1A and 2A)

How do we prevent missing an arrangement created by a business unit?

Reconcile from the money side. Periodically review third-party payments coded to marketing, consulting, and business development, and match them to contracts and the inventory. Exceptions should automatically trigger an ADV disclosure review. (Form ADV Parts 1A and 2A)