As marketing scrutiny intensifies under the SEC’s Marketing Rule (Advisers Act Rule 206(4)-1), investment advisors serving retail investors and private funds must be fully prepared for an SEC marketing review. Whether you’re gearing up for a routine exam or responding to a sweep, overlooking key requirements can lead to costly deficiencies—or worse, enforcement actions.
Here are the top areas investment advisers must evaluate to stay compliant during an SEC marketing review.
1. Performance Marketing Disclosures
High Risk, High Priority.
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✅ Net vs. Gross Performance: Ensure retail-facing materials always present net performance alongside gross performance with equal prominence.
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✅ Time Periods: Show performance over 1-, 5-, and 10-year periods (or since inception if shorter).
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✅ Hypothetical Performance: Only use if policies and procedures are in place to ensure it's:
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Relevant to the recipient
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Accompanied by criteria and assumptions
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Not misleading due to limited data or cherry-picking
🔍 SEC examiners pay particular attention to composite performance, IRR, and time-weighted returns in pooled vehicle marketing.
2. Third-Party Ratings and Endorsements
Testimonial & Endorsement Rules Apply.
Retail ads and website reviews on platforms like Yelp, Google, or social media are often flagged during reviews. These must comply if solicited or republished by the firm.
3. Form ADV Alignment
Your marketing content must match your ADV.
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Ensure:
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AUM, investment strategies, and client types in marketing match those disclosed in Form ADV Part 1A and 2A
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No discrepancies in fees, fund descriptions, or service scope
💡 Examiners often compare brochures, pitch decks, and websites against the firm’s filed Form ADV and fund offering documents.
4. Fund-Specific Marketing Claims
Pooled vehicle materials face dual scrutiny.
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Review:
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Track record portability – confirm the person/team responsible remains in place
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Fund strategy claims – verify alignment with PPMs or LPAs
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Past deal highlights or exits – ensure these don’t imply guaranteed future returns
For private funds, advisors must clarify any role in managing affiliated vehicles and accurately present IRR/MOIC with full disclosure of methodology.
5. Policies, Procedures & Review Logs
You must do what you say—and prove it.
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Maintain:
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A written Marketing Review Policy
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An internal pre-approval or review process (especially for retail-facing or digital ads)
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Logs or checklists showing dates of approval, reviewer, version control
SEC examiners often request:
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Pre- and post-review materials
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Names/titles of approving compliance personnel
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Archived versions of web and social media posts
6. Use of Social Media and Digital Content
Every channel matters.
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Treat blogs, newsletters, podcasts, LinkedIn posts, and videos as advertisements under the rule
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Include appropriate disclaimers and disclosures
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Avoid:
⚠️ Social content targeting retail investors must be especially clean—examiners often monitor this in real time.
7. Substantiation Files and Supporting Data
Backup everything.
8. Disclosure Formatting & Accessibility
Clear, prominent, and in plain English.
Final Thoughts: Prepare Proactively
The SEC’s Marketing Rule is broad in scope but specific in expectations. Advisors serving both retail and pooled vehicle clients need to harmonize marketing compliance across formats—from decks to digital content to fund-specific communications.
Want a Compliance Marketing Review?
We provide SEC Marketing Rule reviews, custom policies, and digital ad audits for RIAs and private fund managers. Ensure your materials meet examiner expectations.
✅ Contact us for a Marketing Compliance Check-Up
✅ Review logs, ADV alignment, and digital content audits
✅ Ready for pooled vehicles, multi-entity firms, and subscription funds