So what exactly is a Limited Solicitor? What’s the difference and how do we build a compliance program around this?

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There exists a $1,000 de minimis rule which comes from the SEC's Investment Adviser Marketing Rule (Rule 206(4)-1), which regulates when a solicitor relationship triggers compliance obligations like disclosures and written agreements.

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What is the $1,000 de minimis threshold?

If a person (e.g., a solicitor or promoter) receives $1,000 or less in total compensation within a 12-month period for referring clients to an adviser, then:

• The full Marketing Rule requirements (like written agreements and disclosures) do not apply.
• You do not need a formal Solicitor Agreement or Solicitor Disclosure Statement for that promoter.

This threshold is meant to reduce the burden for truly minimal, informal referrals. An example might include a $200 gift card for someone referring a friend

Important Conditions

To rely on the de minimis exception:

1. Total compensation to the limited solicitor must not exceed $1,000 in a 12-month period, whether in cash or non-cash form (e.g., gift cards, meals, etc.).
2. Regulatory ineligibility still applies.