SEC Marketing Rule Promoter Disclosures: A Plain-English Checklist for Advisers Recommending Third-Party Apps

Why the rule reaches the adviser who refers, not just the one who is referred

Rule 206(4)-1 under the Investment Advisers Act, usually called the Marketing Rule, consolidated the old advertising and cash-solicitation rules in 2021 and took full effect in November 2022. Most advisers read it through the lens of their own marketing: testimonials, performance, hypothetical returns. Less attention goes to the part that governs what happens when an adviser sends a client to somebody else and gets paid for it.

That is a real scenario in 2026. Advisers routinely encounter self-employed prospects who fall under the firm's minimum, whose income is lumpy, or whose primary need is a retirement contribution plan rather than portfolio management. Referring them to a subscription retirement app is a reasonable answer. The question is what the referring adviser must do when compensation is involved. The Gigaverse adviser partner program is built around this checklist.

Step one: figure out who the "adviser" is in the rule's grammar

The Marketing Rule regulates advertisements by an investment adviser. A testimonial or endorsement made by a person compensated by that adviser is the adviser's advertisement. So when an app provider that is itself an adviser, or is pursuing registration as one, pays an outside adviser to refer clients, the outside adviser becomes a promoter and the app provider bears the rule's obligations.

That inverts the usual posture. When you refer clients to Gigaverse for compensation, Gigaverse is the adviser under the rule and you are its promoter. Your obligations come from three other places: your own fiduciary duty, your own Form ADV Item 14 disclosure of compensation from non-clients for referrals, and, in some states, IAR registration rules for paid solicitors. Both layers must be satisfied.

Step two: the promoter checklist

For any arrangement where an adviser candidate compensates you for referring or endorsing:

• •Disclosure at the time of the referral. The client must receive, clearly and prominently, a statement that the endorsement was given by a person other than a current client, that cash or non-cash compensation was provided, and a brief description of any material conflicts of interest arising from the relationship. The disclosure must also state the material terms of the compensation arrangement. This applies from the first dollar; there is no de minimis exemption for disclosure.
• •Written agreement above $1,000. If compensation exceeds $1,000 in cash or its equivalent over the preceding twelve months, the adviser must have a written agreement with the promoter describing the scope of the activities and the terms of compensation.
• •Adviser oversight. The adviser must have a reasonable basis for believing the endorsement complies with the rule, which in practice means it reviews the language you use and how the disclosure is delivered.
• •Disqualification screen. An adviser may not compensate a promoter who is subject to a disqualifying Commission action or has been convicted of certain offenses within the past ten years. Expect the app provider to ask you to represent that you are not disqualified.
• •No de minimis exemption from your own conflict disclosure. Even below the $1,000 threshold, your fiduciary duty and Form ADV Item 14 require you to disclose to the client that you are compensated for the referral and that this creates a conflict.

Step three: the compensation structure test

The checklist above tells you how to disclose compensation. A separate body of law limits what compensation may look like in the first place, and a well-run program will have already made those choices for you.

• •Transaction-based compensation. Exchange Act Section 15(a) requires broker-dealer registration for anyone effecting securities transactions for others, and FINRA Rule 2040 bars members from paying transaction-based compensation to unregistered persons. Payment per account opened or per dollar deposited into a brokerage account is exactly the kind of compensation that regulators view as transaction-based.
• •Advisory fee sharing. An SEC-registered adviser cannot share its advisory fees with someone who is not registered as an adviser or supervised as an adviser representative. A percentage of assets or basis points on referred balances is a fee split.
• •State solicitor registration. Several states treat a person paid to solicit advisory clients as an investment adviser representative who must register in that state. If you are already an IAR, your existing registration may or may not cover the activity depending on which firm you represent.

Gigaverse resolves all three by paying advisers in one of two ways only: a share of subscription revenue on paid app plans, or a flat per-seat licence fee if your firm buys seats for clients. Nothing is paid per account, per deposit, per enrollee, or as a percentage of assets. The client sees the same explanation on the how we make money page that you do. Every adviser partner is still required to disclose the conflict of interest to each referred client, in writing, at the time of the referral, and Gigaverse supplies the disclosure text and the written agreement.

Step four: what your own compliance manual should say

A short policy that most firms can adopt:

• •The firm may refer clients to third-party retirement applications. Any compensation received must be reported to the CCO and logged.
• •Before a compensated referral, the adviser delivers the third party's promoter disclosure and the firm's own conflict-of-interest statement, and retains evidence of delivery.
• •Compensation structures are limited to subscription revenue share or flat licence fees. The firm will not accept per-account, per-deposit, or asset-based payments from any third party.
• •The referral must be suitable: the firm documents why the app is appropriate for the client, typically that the client's primary need is a contribution plan and account rather than discretionary management.
• •Form ADV Part 2A Item 14 is updated to describe the arrangement.

Step five: what to tell the client, in plain language

Something like: "We are referring you to Gigaverse, a subscription retirement app for people with self-employment income. If you pay for the app, our firm receives a share of your subscription fee. We receive nothing based on what you contribute or on your account balance. This payment is a conflict of interest because it gives us an incentive to recommend the app. You are free to use any provider you like, and this does not change our fees to you."

That paragraph satisfies the Marketing Rule disclosure content, your fiduciary conflict disclosure, and the AICPA-style plain-language standard that most state examiners expect to see. It also happens to be true, which is the point.

What you are referring the client to

The client will find a Roth IRA held at a FINRA/SIPC-member broker-dealer, contribution math for the 2026 limits ($7,500 Roth IRA; $72,000 total and $24,500 deferral for a Solo 401(k), or $80,000 at 50 and older), and tracking of contributions across accounts. Applications for a Solo 401(k) and a SEP IRA are open at gigaverse.ai/solo-401k and gigaverse.ai/sep-ira: you apply, a person confirms your eligibility and sends your plan documents, then you fund before the deadline. It also provides the math and a CPA hand-off. A client considering the Saver's Match starting in 2027 will also learn that Roth contributions earn the match but the payment cannot be deposited into a Roth IRA; that interaction is explained on the Saver's Match Roth rule page. Free calculators are on the tools page and require no account.

Roughly 11.5 million Americans provide independent professional services, per MBO Partners' 2025 report (https://www.mbopartners.com/blog/press/2025-state-of-independence-reveals-growing-talent-strategy-for-business), and Upwork estimates about 20 million skilled knowledge workers freelanced in 2024, earning $1.5 trillion (https://www.upwork.com/research/future-workforce-index-2025). Most are below traditional advisory minimums this year and above them within a decade. A compliant referral path lets you stay in the relationship.

Where Gigaverse fits

Gigaverse is a subscription retirement app for 1099 workers that is pursuing SEC RIA registration and today offers a Roth IRA through a FINRA/SIPC-member broker-dealer, and Solo 401(k) and SEP IRA applications are open, with the math, tracking and CPA hand-off provided throughout. It does not guarantee returns. Adviser partners are paid only a share of subscription revenue or a flat per-seat licence, receive a Marketing Rule written agreement and disclosure text, and must disclose the conflict to every referred client. The program terms are on the adviser partner page.