Written Agreements with Promoters

Under the SEC Marketing Rule, if you use any person to provide a testimonial or endorsement, you must have a written agreement with that promoter that defines what they will do and how they will be compensated. Operationally, you need a promoter contract workflow that triggers before any public posting, locks down permitted activities, and documents compensation and compliance obligations. (17 CFR § 275.206(4)-1(b)(1)(ii))

Key takeaways:

• You need a signed written agreement before a promoter gives a testimonial or endorsement tied to your advisory services. (17 CFR § 275.206(4)-1(b)(1)(ii))
• The agreement must spell out scope of activities and compensation terms, including non-cash compensation. (17 CFR § 275.206(4)-1(b)(1)(ii))
• Your exam readiness depends on being able to produce executed agreements plus a complete inventory of promoters, payments, and approvals. (17 CFR § 275.206(4)-1(b)(1)(ii))

“Written agreements with promoters” is one of the easiest Marketing Rule requirements to describe and one of the easiest to fail in practice. It fails because marketing teams move faster than contracting, influencer-style relationships start informally, and “non-cash” compensation (free services, event perks, advisory fee discounts, referral arrangements) gets treated as not really compensation.

For a CCO or GRC lead, the goal is straightforward: you need a control that prevents any testimonial or endorsement from going live unless (a) the firm has classified the relationship correctly, (b) the promoter has signed a compliant written agreement, and (c) the agreement matches what is happening in the real world (activities and compensation). The requirement is not satisfied by a generic NDA, a purchase order, a one-line email, or a template that does not reflect actual behavior.

This page translates the regulatory text into an execution-ready process: how to identify promoters, what to put in the agreement, how to route approvals, what evidence to retain, and how to answer the exam questions that tend to surface first. (17 CFR § 275.206(4)-1)

Regulatory text

Requirement (operator meaning): The rule requires that an investment adviser “enter into a written agreement with any person giving a testimonial or endorsement that describes the scope of the agreed-upon activities and the terms of compensation.” (17 CFR § 275.206(4)-1(b)(1)(ii))

What that means in practice:

• “Enter into a written agreement” means you should be able to produce an executed contract (or executed written instrument) for each promoter relationship, not a draft and not a verbal understanding. (17 CFR § 275.206(4)-1(b)(1)(ii))
• “Any person giving a testimonial or endorsement” captures third parties who are promoting you via statements of experience or recommendations tied to your advisory services. Treat this as a third-party relationship under your broader third-party risk management program, even if the “promoter” is an individual influencer rather than a company. (17 CFR § 275.206(4)-1(b)(1)(ii))
• “Scope of the agreed-upon activities” must describe what the promoter can do (channels, messaging boundaries, whether they can speak about performance, whether they can solicit, whether they can use your name/logo, whether pre-approval is required). (17 CFR § 275.206(4)-1(b)(1)(ii))
• “Terms of compensation” must describe what they receive, how it is calculated, when it is paid, and the form of compensation, including non-cash. (17 CFR § 275.206(4)-1(b)(1)(ii))

Plain-English interpretation (what the SEC expects you to be able to prove)

Examiners typically test two things quickly: (1) whether you know who your promoters are, and (2) whether the paperwork matches reality. Your operational standard should be:

1. No agreement, no promotion. If the promoter content is live and there is no executed agreement on file, you are already in a bad fact pattern for an exam. (17 CFR § 275.206(4)-1(b)(1)(ii))
2. The agreement must be specific. A generic marketing services agreement can work only if it explicitly defines the promoter’s activities and compensation tied to testimonials/endorsements. (17 CFR § 275.206(4)-1(b)(1)(ii))
3. Compensation must be fully described. If you give anything of value related to the endorsement, document it as compensation terms in the agreement. (17 CFR § 275.206(4)-1(b)(1)(ii))

Who this applies to (entity and operational context)

Entities:

• SEC-registered investment advisers and advisers relying on the Marketing Rule. (17 CFR § 275.206(4)-1)

Operational contexts that commonly trigger the requirement:

• Paid influencer or “brand ambassador” arrangements for an RIA or fund manager.
• Solicitors/referrers who introduce clients in exchange for cash or benefits.
• Affiliates or partners who post endorsements in exchange for joint marketing consideration.
• Client testimonials posted on websites or social media where the client is receiving a benefit for the statement (gift cards, fee credits, event access). (17 CFR § 275.206(4)-1(b)(1)(ii))

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

1) Build and maintain a promoter inventory (your system of record)

Create a promoter register that includes:

• Legal name, entity type (individual/company), and contact info
• Relationship owner (business sponsor)
• Channels used (LinkedIn, X, podcast, events, website, email)
• Type of activity (testimonial, endorsement)
• Compensation type (cash, non-cash, both)
• Agreement status (draft/sent/executed/expired)
• Where evidence is stored (contract repository location) (17 CFR § 275.206(4)-1(b)(1)(ii))

Tip: Treat “promoter” as a third-party category in your TPDD tooling so intake, risk rating, contracting, and monitoring are consistent. Daydream can help you run promoter intake like any other third party, with required fields, gated approvals, and evidence storage tied to each relationship.

2) Classify the relationship before contracting

Before legal paper moves, force a short classification:

• Is the person making a statement that is a testimonial or endorsement about your advisory services?
• Are they receiving anything of value tied to that activity?
• What channels will they use, and will your firm repost or amplify it? (17 CFR § 275.206(4)-1(b)(1)(ii))

Output: a one-page “promoter intake” record approved by Compliance.

3) Use a promoter agreement template with required clauses

Your template must include, at minimum, the two elements mandated by the rule:

• Scope of activities
• Compensation terms (17 CFR § 275.206(4)-1(b)(1)(ii))

Operational clauses that make the requirement executable (recommended because they keep reality aligned with the contract):

• Pre-approval and content standards: define whether posts/scripts must be pre-approved by Compliance; require adherence to your marketing policies that implement the Marketing Rule. (17 CFR § 275.206(4)-1)
• Permitted and prohibited statements: e.g., no unapproved performance statements, no guarantees, no statements outside defined services.
• Recordkeeping cooperation: promoter must provide copies/screenshots/links of posts and metrics upon request so you can evidence what was published.
• Compensation mechanics: what triggers payment, timing, invoicing, and treatment of non-cash items (travel, event tickets, free access).
• Subcontracting restriction: prohibit the promoter from delegating promotional activity without your written approval. This prevents “unknown promoters” from appearing.
• Termination and takedown: right to require takedown/edits of noncompliant content and terminate for cause.

4) Gate publication on execution and approvals

Put a hard operational gate in place:

• Marketing cannot publish, repost, or boost promoter content unless the agreement is executed and stored.
• Finance cannot pay promoter invoices unless vendor master data includes a link to the executed agreement and Compliance approval. (17 CFR § 275.206(4)-1(b)(1)(ii))

This is where many programs break: the agreement exists, but payment happens outside the control, or content posts before contracting is finished.

5) Train the front line that creates promoter relationships

Run short, role-based training for:

• Marketing and growth teams (who source promoters)
• IR/client teams (who may ask for client testimonials)
• Finance/AP (who pays promoters)
• Senior leadership (who may “ok” a referral relationship informally)

Training objective: employees must recognize promoter activity and know the intake path. (17 CFR § 275.206(4)-1(b)(1)(ii))

6) Ongoing monitoring and re-papering triggers

Define triggers that require updating the written agreement:

• New channel (e.g., moving from webinar to paid ads)
• New compensation type or rate change
• Change in scope (e.g., from “share firm posts” to “create original endorsements”)
• Expired agreement or renewal cycle

Keep it simple: if reality changes, the agreement must change. (17 CFR § 275.206(4)-1(b)(1)(ii))

Required evidence and artifacts to retain

Exams move faster when your evidence is organized by promoter record. Maintain:

• Executed written agreement (final, signed) (17 CFR § 275.206(4)-1(b)(1)(ii))
• Promoter intake/classification form and approval trail
• Compensation evidence: invoices, payment records, non-cash compensation logs, and approvals (17 CFR § 275.206(4)-1(b)(1)(ii))
• Content archive: links, screenshots, scripts, or recordings of testimonials/endorsements
• Compliance review artifacts: redlines, approval emails/tickets, required edits, takedown requests
• Promoter inventory/register export (current and historical)

Daydream-style practice: store these artifacts in a single third-party profile so you can produce an “exam packet” per promoter on request.

Common exam/audit questions and hangups

Expect variations of:

• “Provide a list of all persons who gave testimonials or endorsements, and identify which were compensated.” (17 CFR § 275.206(4)-1(b)(1)(ii))
• “Produce the written agreements for each compensated promoter.” (17 CFR § 275.206(4)-1(b)(1)(ii))
• “Show where the agreement describes scope of activities and compensation terms.” (17 CFR § 275.206(4)-1(b)(1)(ii))
• “How do you prevent marketing from using promoter content before the agreement is executed?” (17 CFR § 275.206(4)-1(b)(1)(ii))
• “How do you track non-cash compensation?” (17 CFR § 275.206(4)-1(b)(1)(ii))

Hangups that slow responses:

• Promoters paid via expense reimbursement or event budgets, not AP
• Employees engaging promoters through DMs or informal emails
• Missing historical versions of agreements after amendments

Frequent implementation mistakes (and how to avoid them)

1. Relying on generic influencer contracts that omit required specificity.
   Fix: add a Marketing Rule schedule that itemizes channels, permitted claims, pre-approval rules, and compensation table. (17 CFR § 275.206(4)-1(b)(1)(ii))

2. Treating non-cash value as “not compensation.”
   Fix: define compensation broadly in your intake form and contract schedule; require business owners to disclose any benefit provided. (17 CFR § 275.206(4)-1(b)(1)(ii))

3. Letting content go live while contracting is “in progress.”
   Fix: implement a publishing gate in your marketing workflow tool plus an AP payment gate tied to executed agreement storage. (17 CFR § 275.206(4)-1(b)(1)(ii))

4. No single inventory of promoters.
   Fix: maintain a promoter register as a formal third-party population with owners, status, and evidence locations. (17 CFR § 275.206(4)-1(b)(1)(ii))

Enforcement context and risk implications

No public enforcement cases were provided in the source catalog for this requirement, so this page does not list specific matters. The practical risk is still clear: if you cannot produce written agreements that match actual promoter activity and compensation, you create a straightforward exam deficiency under the Marketing Rule’s promoter conditions. (17 CFR § 275.206(4)-1(b)(1)(ii))

Practical 30/60/90-day execution plan

First 30 days: Stabilize and stop the bleeding

• Freeze new promoter activity unless routed through Compliance intake and contracting. (17 CFR § 275.206(4)-1(b)(1)(ii))
• Build the initial promoter inventory by interviewing marketing, client teams, and finance; reconcile against payments to third parties associated with marketing activity.
• Adopt a promoter agreement template (or add a promoter addendum) that explicitly covers scope and compensation. (17 CFR § 275.206(4)-1(b)(1)(ii))

Days 31–60: Contract remediation and workflow gates

• Triage promoters: highest visibility channels and highest compensation relationships first.
• Execute agreements for existing promoters; pause or terminate relationships that will not sign.
• Implement workflow gates:
  • marketing publishing checklist requires “agreement executed” confirmation
  • AP checklist requires agreement link and compliance sign-off (17 CFR § 275.206(4)-1(b)(1)(ii))

Days 61–90: Make it durable

• Implement periodic reconciliation between promoter register, content archive, and payments.
• Train marketing, IR/client teams, and finance on promoter identification and intake.
• Run a tabletop “mock exam request” where you produce a packet for several promoters: agreement, compensation evidence, and content archive. (17 CFR § 275.206(4)-1(b)(1)(ii))

Frequently Asked Questions

Does this apply if the promoter is an individual influencer and not a company?

Yes. The rule applies to “any person” giving a testimonial or endorsement, so individuals count. Your intake and contract process should handle both individuals and entities. (17 CFR § 275.206(4)-1(b)(1)(ii))

Can an email exchange count as the “written agreement”?

The requirement is a written agreement describing scope and compensation; an email chain often fails because it is incomplete, hard to evidence, and not operationally durable. Treat a signed agreement (including e-sign) as the standard. (17 CFR § 275.206(4)-1(b)(1)(ii))

What if we repost a client testimonial and we did not pay the client?

The written agreement requirement in this section is tied to a person giving a testimonial or endorsement under the promoter conditions, including compensation terms. If there is compensation, document it and contract for it; if not, confirm classification and keep your evidence. (17 CFR § 275.206(4)-1(b)(1)(ii))

Do we need separate agreements for each platform (LinkedIn, podcast, webinars)?

You do not need separate agreements if one agreement clearly defines the scope across channels. Many firms handle this with a “Scope of Activities” exhibit listing permitted channels and content types. (17 CFR § 275.206(4)-1(b)(1)(ii))

What counts as non-cash compensation for promoter purposes?

The practical approach is to treat anything of value given in connection with the testimonial or endorsement as compensation and document it in the agreement’s compensation terms. Track it the same way you track cash payments. (17 CFR § 275.206(4)-1(b)(1)(ii))

Who should own this control: Compliance, Legal, or Marketing?

Marketing typically owns the relationship, Legal owns contracting mechanics, and Compliance owns the gate that prevents publication and payment without an executed agreement. Assign a single accountable owner per promoter record in your register. (17 CFR § 275.206(4)-1(b)(1)(ii))