The RIA's Guide to Marketing Compliance Under the SEC Marketing Rule

Marketing used to be the quiet corner of an RIA’s compliance program. It isn’t anymore. Since the SEC’s Marketing Rule took effect, adviser advertising has become a recurring examination focus and source of deficiencies. For an adviser registered or required to register with the SEC, promotional websites, emails, social posts, and performance presentations may fall within the rule’s definition of an advertisement, so the context and details matter.

This guide is general information, not legal advice. For how the rule applies to your specific marketing, consult a qualified compliance professional or securities attorney.

The short version

The SEC Marketing Rule (Rule 206(4)-1 under the Investment Advisers Act) governs many communications used to promote an adviser’s services. It replaced the old advertising and cash-solicitation rules with a single, principles-based framework built on seven general prohibitions — chiefly, no untrue or misleading statements, and no material claims the adviser lacks a reasonable basis to substantiate. On top of those, it sets specific conditions for testimonials and endorsements (now permitted, but only with disclosures and oversight), third-party ratings, and performance advertising (where net results must accompany gross with equal prominence). Recurring examination findings include inadequate disclosures, unsubstantiated statements, and performance presented without the required balance or comparability. A defensible marketing-compliance program comes down to reviewing material before it goes out, keeping substantiation on file, and retaining required records.

What the Marketing Rule is (and what it replaced)

The Marketing Rule consolidated two older rules — the decades-old Advertising Rule and the Cash Solicitation Rule — into one modernized framework under Rule 206(4)-1. Advisers were required to be in full compliance by November 4, 2022. Rather than a rigid checklist, the rule is principles-based: it sets standards and prohibitions and expects each firm to apply them to its own marketing. That flexibility is a double-edged sword. It lets advisers use modern channels like social media and client testimonials that the old rule effectively blocked — but it also means there’s no simple “approved list,” and the burden is on the firm to show its marketing meets the standard.

What counts as an “advertisement”

The rule’s reach surprises advisers who assume “advertising” means paid ads. The definition is broad and captures two categories:

Communications that offer the firm’s advisory services to prospective clients or private-fund investors, or offer new services to current clients or investors. One-on-one communications are generally excluded, but hypothetical performance has narrower treatment and may still bring a one-on-one communication within the definition. In practice, websites, pitch decks, email campaigns, brochures, social media posts, and other promotional communications often qualify.
Compensated testimonials and endorsements — that is, situations where someone is paid (in cash or otherwise) to promote the firm or refer clients.

A few things generally fall outside the definition, such as most one-on-one communications and certain regulatory filings — but the safe assumption is that if it’s promotional and it reaches prospects, the rule applies.

The seven general prohibitions

Everything in the rule sits on top of seven prohibitions that apply to all adviser advertisements. In plain terms, an advertisement may not:

Include an untrue statement of material fact, or omit a material fact that makes it misleading.
Include a material statement of fact the adviser can’t substantiate if the SEC asks.
Contain information reasonably likely to create a false or misleading implication.
Discuss potential benefits without fair and balanced treatment of associated material risks or limitations.
Reference specific investment advice in a way that isn’t fair and balanced.
Present performance in a way that isn’t fair and balanced — including cherry-picking favorable results or time periods.
Be otherwise materially misleading.

Notice how much these turn on two ideas: substantiation (can you prove it?) and fair and balanced (does it tell both sides?). Most Marketing Rule problems trace back to one of those two.

Testimonials and endorsements

This is the headline change advisers care about most: client testimonials and third-party endorsements are now allowed. But “allowed” comes with conditions. Whenever a testimonial or endorsement is used, the firm must provide clear and prominent disclosure — delivered at the same time as the testimonial itself — covering three things: whether the speaker is a client, whether they were compensated, and any material conflicts of interest.

Compensation raises the bar further. If a promoter is paid, the adviser generally needs a written agreement, must oversee the promoter’s compliance, and must consider the rule’s disqualification provisions. There are exceptions, including for certain affiliates and de minimis compensation (currently $1,000 or less in cash or equivalent non-cash value during the preceding twelve months), but the core disclosure and oversight analysis still matters. The practical trap: a glowing five-star review featured on your site may be a testimonial, and if you gave the reviewer anything of value, the compensation provisions need to be evaluated.

Third-party ratings and accolades

“Ranked a top advisor” and similar accolades are a favorite marketing device — and a recurring exam finding. To use a third-party rating, the adviser must have a reasonable basis to believe the rating’s questionnaire or survey wasn’t structured to produce a predetermined favorable result, and must clearly disclose the date of the rating, the period it covers, the identity of the provider, and whether the firm paid (directly or indirectly) to participate or be included. Slapping a badge on your homepage without those disclosures is one of the easiest ways to draw a deficiency.

Performance advertising

Performance is the most technical part of the rule and a frequent source of findings. A few load-bearing principles:

Net with gross, equal prominence. If an advertisement shows gross performance, it must also show net performance (after fees and expenses) with at least equal prominence and in a format that lets the reader compare them.
Prescribed time periods. When presenting certain performance, advisers generally must show standardized one-, five-, and ten-year periods, so results can’t be framed by a flattering window alone.
No cherry-picking. Extracting favorable results, or selecting time periods that mislead, runs straight into the prohibitions above.
Substantiation. Be ready to support the numbers and the methodology behind them.

SEC staff have continued to refine the edges here. Guidance updated in March 2025 addressed how “extracted” performance and certain portfolio characteristics may be shown, and guidance posted in January 2026 addressed the use of actual versus model fees in net-performance presentations. The specifics evolve, which is exactly why performance marketing is an area many firms route through outside review before publishing.

Where firms actually get tripped up

After several years of examinations, the SEC’s own observations point to a consistent set of failure points. A December 2025 risk alert from the Division of Examinations reinforced earlier findings, with particular attention to the prominence of required disclosures, the use of third-party ratings, and oversight of compensated endorsements. Pulling the recurring themes together, recurring problems include:

Disclosures that aren’t clear or aren’t delivered at the point of dissemination. A disclosure buried in a footer, or provided later, often doesn’t satisfy the rule.
Unsubstantiated claims. Statements of fact the firm can’t back up on demand.
Unbalanced performance presentations. Gross without equal-prominence net, or selectively framed time periods.
Weak oversight of ratings and paid promoters. Using accolades without the required disclosures, or failing to supervise compensated endorsers.
Policies that exist on paper but aren’t followed in day-to-day marketing.

These aren’t exotic edge cases — they’re ordinary marketing habits that quietly violate the rule.

Don’t forget recordkeeping

The Marketing Rule works hand in glove with the books-and-records requirements. Advisers must retain copies of their advertisements and the records supporting them, including the basis for performance figures and the substantiation for factual claims. If an examiner asks to see a claim’s support and you can’t produce it, the gap itself is a finding. Treat every piece of marketing as something you may one day have to defend with a file.

Building a marketing-compliance workflow that holds up

A workable program operationalizes the rule rather than relying on good intentions. Practical controls usually include:

Pre-use review. Someone with compliance responsibility reviews and approves marketing before it’s published — website changes, decks, emails, and social posts included.
A substantiation file. For every factual and performance claim, keep the evidence that supports it, ready to produce on demand.
Standardized disclosure language for testimonials, endorsements, and ratings, applied consistently wherever they appear.
A social media policy that addresses posts, comments, likes, and shares — including how employees’ activity is monitored.
Periodic testing. Review live marketing against the rule on a schedule, not just when something changes.

For a firm that markets actively, these are practical controls for implementing the rule and demonstrating that written policies are followed in day-to-day activity.

Frequently asked questions

Can RIAs use client testimonials now? Yes. The Marketing Rule permits testimonials and endorsements when its conditions are satisfied. Required disclosures include whether the promoter is a client, whether compensation was provided, material terms of compensation, and relevant conflicts. Some disclosures must be clear and prominent within the advertisement. Compensated arrangements also carry oversight, agreement, and disqualification requirements, subject to exceptions.

Does the Marketing Rule apply to social media? Generally, yes. Promotional posts that offer your advisory services fall within the definition of an advertisement, and the disclosure, substantiation, and recordkeeping obligations follow. Firms marketing on social media typically need a written policy governing what’s posted and how it’s monitored.

What Marketing Rule violations do examiners commonly flag? Examiners have repeatedly flagged inadequate disclosures delivered at the point of dissemination, unsubstantiated claims, and unbalanced performance presentations. Most findings trace back to either a claim the firm couldn’t substantiate or a presentation that wasn’t fair and balanced.

Do we have to show net performance? If your advertisement includes gross performance, it must also present net performance — after the deduction of fees and expenses — with at least equal prominence and in a comparable format. Showing gross alone is a frequent and avoidable violation.

Is a “top advisor” badge on our website a problem? It can be. Third-party ratings and accolades require specific disclosures (the rating’s date, the period covered, the provider, and whether you paid to be included) and a reasonable basis to believe the underlying methodology wasn’t designed to produce a favorable result. Displaying the badge without those elements is a common finding.

Primary SEC sources

The bottom line

The Marketing Rule gave RIAs modern tools — testimonials, endorsements, more flexible advertising — in exchange for a higher standard of care. The firms that thrive under it treat marketing as a reviewed, documented, defensible process rather than a creative free-for-all. Because the rule is principles-based and the guidance keeps evolving, marketing review is one of the areas advisers most often hand to a specialist.

If you’d rather have experienced eyes on your advertising before it goes live, our directory of reviewed RIA compliance firms includes providers who handle marketing and advertising review, and our methodology page explains how providers are researched and included. For a closer look at a fast-emerging piece of this topic, see our companion guide on using AI in your RIA’s marketing without triggering a compliance problem.