Under SEC Rule 206 (4)-3, a legal reference agreement between the investment advisor and the (non-employee) lawyer must be written and contain provisions relating to: (a) the extent of the lawyer`s activity; (b) counsel`s agreement to carry out these activities in accordance with the instructions of the Investment Advisor and in accordance with the Investment Act 1940 and related rules; and (c) a lawyer`s agreement to provide the client with a copy of the ADV Part 2A investment advisor`s form and a separate written disclosure from counsel. However, at least for in-house counsel, there are no explicit SEC requirements, which must include such an agreement. Therefore, this written agreement could, conceptually, simply be a signed letter of offer of work or an employment contract itself describing the nature of revenue sharing, bonus or other remuneration for its client production activities. The Investment Act of 1940 and sec rules do not require counsel to register as an investment advisor as long as the lawyer`s activity is strictly limited to transferring clients to an investment advisor registered under SEC Rule 206 (4) -3. However, the majority of national financial market administration authorities define the invitation or referral of investment clients as investment advisory activities that require the registration of the lawyer as an investment advisor or representative of an investment advisor. A registered investment advisor considering a lawyer`s agreement should check whether the proposed lawyer`s activity is included in the national Financial Markets Authority`s definition of an investment advisor. The title of the solicitor rule is actually “Cash Payments for Customer Requests.” The use of “cash” is intended, because a lawyer must indeed be compensated with cash for solicitation or referral, and the solicitor rule does not apply if there is no cash payment (or cash payment) to lawyers. If an in-house lawyer for an SEC-registered advisor is considered an investment advisor under the federal definition, the lawyer must then comply with government rules and regulations to assess the licensing, registration and qualification requirements.