SEC Marketing Rule: What Investment Advisers Can Post

The SEC Marketing Rule is the investment adviser marketing rule in 17 CFR part 275. It makes it unlawful for an investment adviser registered or required to be registered to disseminate an advertisement that violates any of its four sets of limits: general prohibitions, testimonials and endorsements, third-party ratings, and performance Source [1].

This page is general information, not legal advice. Whether a given post is an advertisement under the rule is a question for your compliance officer or counsel.

Autonomah sends one notice a week with the pending pieces, and the team reviews each one and decides Source [2], which is the point where a compliance reviewer can hold a post against the checklist below.

Who the rule covers

The rule applies to an adviser registered, or required to be registered, under section 203 of the Investment Advisers Act Source [1]. It covers advertisements an adviser disseminates directly or indirectly Source [1].

What counts as an advertisement

The rule defines an advertisement in two parts Source [1]:

• A direct or indirect communication an adviser makes to more than one person, or to one or more persons if it includes hypothetical performance, that offers the adviser's advisory services to prospective clients or investors in a private fund it advises, or offers new advisory services to current ones Source [1].
• Any endorsement or testimonial for which the adviser provides compensation, directly or indirectly Source [1].

The text excludes extemporaneous, live, oral communications, and information in a required regulatory notice or filing Source [1]. It does not use the words social media. Our read: a public post that offers advisory services to prospective clients reaches more than one person and fits the first part of the wording. That is a reading of the text, and your counsel makes the call for a specific post.

The general prohibitions

An advertisement may not do any of the following Source [1]:

• Include an untrue statement of a material fact, or omit a material fact needed so the statement is not misleading Source [1].
• Include a material statement of fact the adviser does not have a reasonable basis for believing it can substantiate on demand by the Commission Source [1].
• Include information likely to cause an untrue or misleading implication about a material fact relating to the adviser Source [1].
• Discuss potential benefits of the adviser's services without fair and balanced treatment of material risks or limitations Source [1].
• Refer to specific investment advice in a way that is not fair and balanced Source [1].
• Include or exclude performance results, or present performance time periods, in a way that is not fair and balanced Source [1].
• Be otherwise materially misleading Source [1].

Testimonials and endorsements

An advertisement may not include a testimonial or endorsement, and an adviser may not pay for one, unless the adviser meets the rule's conditions Source [1]. Those conditions have three parts:

• Disclosures. The adviser discloses, or reasonably believes the person giving it discloses, clearly and prominently, whether the speaker is a current client or investor, whether compensation was provided, and a brief statement of material conflicts of interest. It also discloses the material terms of any compensation arrangement Source [1].
• Oversight. The adviser has a reasonable basis for believing the testimonial or endorsement complies, and a written agreement with the person giving it that describes the scope of activities and the terms of compensation Source [1].
• Disqualification. The adviser may not compensate a person it knows, or with reasonable care should know, is an ineligible person Source [1].

The rule has exemptions, and they are partial. A testimonial or endorsement disseminated for no compensation or de minimis compensation is exempt only from the written-agreement and disqualification conditions Source [1]. The required disclosures, such as whether the speaker is a current client or investor and a brief statement of material conflicts, still apply to it Source [1]. The rule defines de minimis compensation as a total of $1,000 or less in the preceding 12 months, or the equivalent in non-cash value Source [1]. A separate exemption covers statements by the adviser's own partners, officers, directors or employees, if the affiliation is readily apparent or disclosed and the adviser documents the person's status Source [1]. Read the full text for the other exemptions.

Third-party ratings and performance

A third-party rating needs a reasonable basis for believing the survey behind it treats favorable and unfavorable answers equally, plus clear and prominent disclosure of the date and period, the identity of the third party and any compensation Source [1].

On performance, an advertisement may not present gross performance unless it also presents net performance with at least equal prominence, over the same period and with the same methodology Source [1]. For any portfolio other than a private fund, it may not show performance results unless it includes results for periods of one year, five years and ten years with equal prominence Source [1]. The rule also covers extracted, hypothetical, related and predecessor performance, and bans any statement that the SEC approved or reviewed the performance presentation. This page does not detail them Source [1].

A checklist for a social post

The four questions below are ours, and the rule does not list them.

1. Does the post offer advisory services to prospective clients, or quote a testimonial or endorsement? If so, treat it as an advertisement until counsel says otherwise.
2. Does every factual statement in it have a document you could hand to the Commission on request?
3. If the post carries a testimonial or endorsement, paid or not, does it show who is speaking, any compensation and any conflict of interest, as the disclosure conditions require?
4. If it shows performance, does it show net next to gross, and the required periods?

A reviewer can run every post through the four questions above: does it offer services or quote a testimonial, can every statement be substantiated, are the disclosures there, and is net shown next to gross. Before a piece reaches that reviewer, what does not pass Autonomah's automated checks is redone Source [2].

How Autonomah does it

We make Autonomah, an artificial creative and advertising brain that thinks, creates and publishes each brand's advertising Source [2]. Its automated checks look at the brand's identity and voice, whether what a piece claims is backed up, the advertising rules of the industry and the country, and the format of each network Source [2]. For the weekly rhythm of the review, see how the weekly review works.

Frequently asked questions

Does the marketing rule apply to exempt reporting advisers?

The rule text applies to an adviser registered or required to be registered under section 203 Source [1]. It does not mention exempt reporting advisers. Our read: ask counsel which category your firm is in before relying on that wording.

What are the recent SEC rule changes?

This page only covers the current text of this one section, as published in the eCFR with data up to date as of 2026-10-19 Source [1]. We did not review other SEC rule changes.

What is SEC rule 38a-1?

It is a different rule from the one on this page, and we did not read it, so this page says nothing about it.