An SEC Marketing Rule Checklist for Reviewing RIA Content

Many compliance checklists for RIA marketing content summarize the rule in broad terms: do not make misleading claims, include required disclosures, present performance fairly. True enough, but it does not give a reviewer much to do. The useful version turns the rule into questions someone can answer.

The SEC Marketing Rule (Rule 206(4)-1) has been in effect since November 4, 2022¹. The SEC's Division of Examinations continues to identify deficiencies in how advisers apply it, most recently in a December 2025 Risk Alert focused on testimonials, endorsements, and third-party ratings². The SEC's 2026 exam priorities make a related point: compliance programs need to work in practice, not only exist on paper³.

These 24 checkpoints follow the structure of the rule and are written as review questions for the content a firm actually publishes.

First: Is It an Advertisement?

Before applying the checklist, decide whether the content is an "advertisement" under the rule. The Marketing Rule defines an advertisement in two main ways¹. First, it covers direct or indirect communications an adviser makes to more than one person that offer advisory services to prospective clients or private fund investors, or offer new advisory services to current clients or private fund investors. Second, a compensated testimonial or endorsement can be an advertisement regardless of audience size under Rule 206(4)-1(e)(1)(ii).

Most ordinary marketing content fits the first prong: website pages, blog posts, newsletters, LinkedIn posts, pitch decks, and similar public or semi-public materials. The second prong matters because even one paid endorsement can bring the rule into play. The rule excludes one-on-one communications, extemporaneous live oral communications, and certain required regulatory notices⁴, though hypothetical performance can still be subject to conditions in individual communications.

Section A: General Prohibitions

The first seven checkpoints come from Rule 206(4)-1(a). These prohibitions apply to every advertisement, and they often show up in ordinary website copy, articles, and social posts.

1. Untrue statements of material fact

Does the content include a material factual statement that is wrong? This includes incorrect performance numbers, inaccurate credentials, misstated AUM, or descriptions of services the firm does not actually offer. Rule 206(4)-1(a)(1) prohibits untrue statements of material fact¹.

2. Unsubstantiated material claims

Does the content make factual assertions without a reasonable basis? Statistics, rankings, outcome claims, historical claims, and specific business claims need support. Rule 206(4)-1(a)(2) requires an adviser to have a reasonable basis for believing it can substantiate material statements of fact¹. A claim like "our clients outperform the market" or "we manage over $X in assets" should be verifiable.

3. Misleading implications

Could a reasonable reader come away with an impression the facts do not support? Rule 206(4)-1(a)(3) reaches statements and arrangements that are misleading by implication¹. This is broader than literal falsehood. Framing, omission, emphasis, and selective presentation can all matter.

4. Benefits without risks or limitations

Does the content describe potential benefits without also addressing material risks or limitations? Rule 206(4)-1(a)(4) requires fair balance¹. A page that presents an investment approach only in terms of upside, certainty, or peace of mind may need more context.

5. Cherry-picked investment advice

Does the content mention specific past recommendations that worked out well while leaving out recommendations that did not? Rule 206(4)-1(a)(5) prohibits presenting specific investment advice in a way that is not fair and balanced¹. A firm should be careful about highlighting one successful market call without the broader record.

6. Unbalanced performance presentation

If the content mentions performance, is the presentation fair and balanced? Rule 206(4)-1(a)(6) covers performance discussions that are misleading even apart from the more detailed performance advertising conditions¹. Informal references to returns, outcomes, or track record can still matter.

7. Otherwise materially misleading

Read the content as a whole. Could it still be materially misleading even if each individual sentence is technically accurate? Rule 206(4)-1(a)(7) is the catch-all¹. A disclaimer at the bottom may not fix body copy that creates a different impression, and a series of accurate statements can still mislead when arranged in a selective way.

Section B: Performance Advertising

The next seven checkpoints come from Rule 206(4)-1(d). If the content does not reference investment performance, this section may not apply. If it does, even briefly, the review should slow down here.

8. Gross performance without net performance

If the content shows gross performance, does it also show net performance with equal prominence? Rule 206(4)-1(d)(1) requires gross performance to be accompanied by net performance¹. Net performance should account for the fees and expenses a client would pay.

9. Performance without required time periods

Does any performance presentation for a portfolio or composite, other than a private fund, include the required one-, five-, and ten-year periods, or since inception if shorter? Rule 206(4)-1(d)(2) sets standard time-period requirements, each ending on a date no less recent than the most recent calendar year-end¹. Showing only the most favorable period is a common risk.

10. Implying SEC review or approval

Does the content state or imply that the SEC has reviewed, approved, or endorsed the adviser's performance or services? Rule 206(4)-1(d)(3) prohibits that¹. Even true statements about SEC registration should not be framed as SEC approval.

11. Incomplete related performance

If the content includes related performance, does it include all related portfolios? Rule 206(4)-1(d)(4) is meant to prevent advisers from selecting only favorable accounts or composites¹.

12. Extracted performance without full portfolio

If the content shows performance for a subset of investments from a portfolio, does it also present the performance of the total portfolio? Rule 206(4)-1(d)(5) governs extracted performance¹.

13. Hypothetical performance without required conditions

If the content includes hypothetical performance, such as model results, backtests, or projected returns, does it satisfy the rule's conditions? Rule 206(4)-1(d)(6) requires, among other things, that hypothetical performance be relevant to the audience's financial situation and investment objectives and include enough information to understand the methodology¹.

14. Predecessor performance without required conditions

If the content uses the track record of a predecessor firm or investment professionals from a prior firm, does it meet the rule's predecessor-performance conditions? Rule 206(4)-1(d)(7) governs when that performance can be shown¹.

Section C: Testimonials and Endorsements

The next eight checkpoints come from Rule 206(4)-1(b). This section covers testimonials from current clients and endorsements from non-clients. It is also where the SEC's December 2025 Risk Alert identified many deficiencies². The recurring problem was simple: firms used testimonials or endorsements without the required disclosures and controls.

15. Client or non-client disclosure

If the content includes a testimonial, does it clearly and prominently disclose that the person giving it is a current client? If it includes an endorsement, does it disclose that the person is not a client? Rule 206(4)-1(b)(1)(i)(A) requires this disclosure¹.

16. Compensation disclosure

If the person giving a testimonial or endorsement received anything of value, does the advertisement disclose it? Compensation can include cash, reduced fees, free services, gifts, or other benefits. Rule 206(4)-1(b)(1)(i)(B) requires disclosure of whether compensation was provided¹. The December 2025 Risk Alert noted advisers who failed to disclose promoter compensation arrangements².

17. Material conflicts of interest

Does the content disclose material conflicts of interest involving the person giving the testimonial or endorsement? Rule 206(4)-1(b)(1)(i)(C) and (b)(1)(iii) require those disclosures¹. A referral relationship, family relationship, business relationship, or other source of bias may be material.

18. Material terms of compensation

If compensation was provided, does the advertisement describe the material terms of the arrangement? Rule 206(4)-1(b)(1)(ii) requires more than saying compensation exists¹. The relevant terms need to be clear enough for the reader to understand the arrangement.

19. Reasonable basis for compliance oversight

Does the adviser have a reasonable basis for believing the testimonial or endorsement complies with the rule when it is disseminated? Rule 206(4)-1(b)(2)(i) requires oversight¹. The December 2025 Risk Alert noted firms that had written policies but did not implement them effectively, including policies that prohibited testimonials while the website displayed them².

20. Written agreement

If the testimonial or endorsement is compensated, is there a written agreement where the rule requires one? Rule 206(4)-1(b)(2)(ii) requires written agreements for compensated testimonials and endorsements¹. The rule includes exemptions, including the de minimis exemption under (b)(4)(i) for $1,000 or less over the preceding 12 months and an exemption under (b)(4)(ii) for certain affiliates, partners, officers, directors, and employees.

21. Disqualification screening

Has the adviser confirmed that a compensated promoter is not disqualified under the rule? Rule 206(4)-1(b)(3) prohibits compensating certain "bad actors"¹.

22. Endorsement scope

Does a statement by a non-client qualify as an endorsement even if the firm does not label it that way? Rule 206(4)-1(e)(5) defines endorsement broadly to include statements by non-clients indicating approval, support, or recommendation of the adviser or its services¹. A referral partner quote, partner firm statement, or featured third-party approval could fit here.

Section D: Third-Party Ratings

The final two checkpoints come from Rule 206(4)-1(c), which governs third-party ratings in advertisements.

23. Questionnaire or survey fairness

If the content includes a third-party rating, has the adviser conducted due diligence on how the rating was prepared? Rule 206(4)-1(c)(1) requires a reasonable basis for believing that any questionnaire or survey used in preparing the rating was not designed or likely to produce a predetermined result¹.

24. Required rating disclosures

Does the advertisement clearly and prominently disclose the date of the rating and the period it covers, the identity of the third party that created or tabulated it, and whether the adviser provided compensation to obtain or use it? Rule 206(4)-1(c)(2) requires those disclosures¹. The December 2025 Risk Alert noted advisers using third-party ratings on websites and social media without all required disclosures or due diligence².

Why a Checklist Is Only the Start

The 24 questions are useful, but a checklist does not apply itself. Someone still has to read the content, understand the rule, recognize the issue, and keep records of the review.

This is where small firms often feel the strain. Many RIAs do not have a dedicated compliance team reviewing every blog post before publication. The SEC's 2026 exam priorities emphasize that compliance programs need to function in practice³. The December 2025 Risk Alert makes the same point by describing firms whose written policies did not match what they were actually doing².

A scan of published marketing content against these checkpoints can help identify where the firm's public language may not align with the rule. It will not replace legal judgment. It can make the review process more consistent, which is often the first practical problem to solve.

Citations

1. SEC — Investment Adviser Marketing, Final Rule (Advisers Act Rel. No. 5653, Dec. 22, 2020). Amendments to Rule 206(4)-1 under the Investment Advisers Act of 1940.
2. SEC Division of Examinations — Risk Alert: Additional Observations Regarding Advisers' Compliance with the Marketing Rule (Dec. 16, 2025).
3. SEC Division of Examinations — 2026 Examination Priorities (PDF).
4. SEC — Investment Adviser Marketing Compliance Guide. Definition, exclusions, and requirements under Rule 206(4)-1.