SEC Marketing Rule - Fee Disclosure and Transparency Requirements

To meet the SEC Marketing Rule - Fee Disclosure and Transparency Requirements requirement, you must ensure any marketing communication that discusses fees, costs, or performance is not false or misleading and is supported by documented substantiation and clear, consistent disclosures across channels. Build a pre-dissemination review workflow that ties each fee-related claim to evidence and preserves immutable records. (17 CFR 275.206(4)-1)

Key takeaways:

• Treat fee language as a “material fact” risk area; misleading fee framing can violate the Marketing Rule. (17 CFR 275.206(4)-1)
• Operationalize with claim-by-claim substantiation, version-controlled disclosures, and immutable archiving of what was actually disseminated.
• Expect exam scrutiny: Marketing Rule compliance remains an SEC exam focus. (2025-exam-priorities)

Fee disclosure failures rarely come from one big lie. They come from small inconsistencies: “low fees” without context, “no additional costs” while separate charges exist, net-of-fees performance shown without a clear explanation of which fees were deducted, or a website fee schedule that doesn’t match a pitch deck. Under the SEC Marketing Rule, an advertisement is prohibited if it includes an untrue statement of a material fact or is otherwise false or misleading. (17 CFR 275.206(4)-1)

For a CCO or GRC lead, the fastest path to operational compliance is to treat fee and cost statements as “high-risk claims” and run them through a repeatable control stack: (1) inventory all marketing communications, (2) standardize fee definitions and disclosure language, (3) require pre-dissemination compliance approval with substantiation attached to each claim, and (4) retain immutable evidence of the final disseminated content and the disclosures in effect at that time.

This page gives requirement-level implementation guidance you can put into production quickly, with concrete artifacts to produce, exam questions to prepare for, and a pragmatic execution plan aligned to current exam focus. (2025-exam-priorities)

Requirement: SEC marketing rule - fee disclosure and transparency requirements requirement (what it means)

Plain-English interpretation

If your firm communicates about advisory fees, fund fees, expenses, transaction costs, or “net returns” in any advertisement, you must make sure the message is accurate, not misleading by omission, and supported by documentation. You also need to prevent “fee transparency drift,” where the same product is described with different fee language across channels (website vs. deck vs. RFP vs. social).

The controlling standard in the provided text is broad: an adviser may not disseminate any advertisement with “any untrue statement of a material fact, or that is otherwise false or misleading.” (17 CFR 275.206(4)-1) In practice, fee statements are almost always “material” because they influence investor decisions.

Who it applies to (entity and operational context)

Applies to: Registered Investment Advisers (RIAs) producing or disseminating advertisements. (17 CFR 275.206(4)-1)

Operationally, it hits these teams and channels:

• Marketing, IR, and sales enablement (pitchbooks, one-pagers, factsheets, email campaigns)
• Digital/web teams (website fee pages, calculators, landing pages, SEO content)
• Product and client reporting teams (performance presentations that mention “net of fees”)
• Third parties acting for you (placement agents, solicitors, PR firms) when they disseminate your materials or speak from your scripts; manage them as third parties in your marketing governance

High-risk content types for fee transparency (examples):

• “No fee” / “zero commission” / “no additional charge” phrasing
• “Low fee,” “competitive,” “best value” language without a defined comparison basis
• Performance shown net of fees without clarity on what fee set was applied
• Testimonials/endorsements referencing cost savings or fee reductions

Regulatory text

Regulatory excerpt: “It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act for any investment adviser to disseminate any advertisement that includes any untrue statement of a material fact, or that is otherwise false or misleading.” (17 CFR 275.206(4)-1)

Operator translation (what you must do):

• Treat fee and cost statements as claims that require review and substantiation.
• Prevent misleading implications about the existence, level, structure, or comparability of fees.
• Maintain records that show (a) what you disseminated, (b) what disclosures accompanied it, and (c) why you believed each fee-related statement was true at the time. (17 CFR 275.206(4)-1)

SEC examination posture reinforces this as an active focus area: “The Division will focus on compliance with recently adopted SEC rules including the Marketing Rule.” (2025-exam-priorities)

What you actually need to do (step-by-step)

1) Define the scope of “marketing communications” in your environment

Create a channel inventory and classify what is an “advertisement” for your firm’s purposes. Include:

• Public website pages and downloadable PDFs
• Pitch decks, factsheets, DDQs/RFP responses used repeatedly
• Social posts and paid ads
• Performance tear sheets and model portfolio summaries used in marketing

Output: Marketing Communications Inventory (with owner, channel, audience, approval status).

2) Build a “fee claim register” and standard fee definitions

Create a structured register of fee-related claims you allow (and disallow). Standardize definitions so teams stop improvising.

• Define fee components you may reference (advisory fee, management fee, incentive/allocation, expense ratio, custody, trading costs, platform fees, minimums)
• Define allowed comparatives (if any) and what evidence is required to support “lower than peers”-type statements
• Define required disclosure language patterns tied to each claim type (for example, when “net” is shown, require a short footnote stating what was deducted and where full fee schedule lives)

Output: Fee Claim Register + Disclosure Language Library (approved snippets and required footnotes).

3) Implement pre-dissemination compliance approval (claim-by-claim)

Make the review concrete. Require that each fee-related statement in a piece of content is tagged, substantiated, and linked to the right disclosure version.

• Mark each fee/cost statement as a claim with a unique ID
• Attach substantiation: fee schedules, advisory agreements, offering docs, or internal pricing approvals
• Confirm consistency: the claim matches the current fee schedule and product terms
• Confirm disclosures: the correct fee assumptions are disclosed alongside the claim, and the disclosure is readable in the same medium

Control pattern to implement: “Require pre-dissemination compliance approval with explicit claim-by-claim substantiation references.”

Output: Marketing Approval Packet (annotated artifact + substantiation links + approval record).

4) Enforce version control and “disclosure coupling”

Most fee issues are versioning issues. Solve it by coupling the marketing artifact to the disclosure version in force at dissemination time.

• Assign a version to each marketing piece and each disclosure set
• Require that distribution uses the approved file only (no re-exporting PDFs, no copying text into emails without review)
• Tie effective dates to fee schedules; trigger re-approval when fee schedules or product terms change

Control pattern to implement: “Maintain immutable archives of final disseminated communications, approval records, and linked disclosure versions.”

Output: Version-controlled repository with immutable storage and retrieval.

5) Monitor cross-channel drift with sampling and remediation logs

Fee language diverges over time across channels. Run recurring sampling across website, decks, and third-party postings.

• Pull a sample set from each channel
• Compare fee language and disclaimers against the Fee Claim Register and approved disclosure library
• Track issues to closure (remove, correct, re-approve, re-train)

Control pattern to implement: “Run periodic cross-channel sampling to detect inconsistent claims, disclosures, or risk language and log remediation.”

Output: Marketing Surveillance Log + Remediation Tickets + Updated training notes.

6) Manage third parties who distribute or create marketing content

Treat external marketers, PR agencies, solicitors, and placement agents as third parties in your marketing governance.

• Contractually require use of approved materials only
• Provide current disclosure language and prohibit ad-lib fee statements
• Require periodic attestations and provide an escalation path for “urgent edits”

Output: Third-Party Marketing Addendum + Attestation + distribution list controls.

Required evidence and artifacts to retain

Build an evidence binder you can hand to exam staff without reconstruction work:

• Marketing Communications Inventory (current + historical snapshots)
• Fee Claim Register and Disclosure Language Library (with change history)
• Pre-dissemination approval records (who approved, when, what version)
• Claim substantiation files (fee schedules, agreements, pricing approvals) mapped to each claim
• Immutable archive of final disseminated content (PDFs, screenshots, web captures) plus the disclosure version used
• Cross-channel sampling results and remediation logs
• Third-party controls: contracts/terms, attestations, monitoring outputs

Common exam/audit questions and hangups

Prepare concise answers and point to artifacts:

• “Show me how you prevent misleading fee statements in advertisements.” Tie to workflow, register, and approvals. (17 CFR 275.206(4)-1)
• “How do you substantiate each fee-related claim?” Demonstrate claim tagging and evidence links.
• “How do you ensure the website matches the pitch deck?” Produce sampling evidence and drift remediation.
• “How do you control changes after approval?” Show immutable archive and versioning.
• “What’s your process for third parties distributing your materials?” Provide contractual controls and monitoring records.

Marketing Rule exam focus is explicitly called out as a Division priority. (2025-exam-priorities)

Frequent implementation mistakes (and how to avoid them)

1. “Low fees” language without a defined comparator

   • Fix: Ban subjective fee adjectives unless you have a documented comparator methodology and current data; otherwise use factual fee schedules.

2. Net-of-fees performance with unclear fee assumptions

   • Fix: Require a standard “net means…” disclosure snippet and a pointer to the full fee schedule; enforce via the claim register.

3. One-off edits after compliance approval

   • Fix: Lock approved files, require distribution from the controlled repository, and treat re-exported assets as new versions requiring approval.

4. Website updates bypassing compliance

   • Fix: Put web CMS changes into the same pre-dissemination review workflow as PDFs and decks; require web capture archiving.

5. Third parties freelancing fee descriptions

   • Fix: Provide scripts and approved language; prohibit modifications; monitor their public postings and keep evidence.

Enforcement context and risk implications

You do not need a fee “mistake” to be small for it to be material. Fees affect investor decision-making, and misleading fee implications can be framed as materially false or misleading advertising under the rule text. (17 CFR 275.206(4)-1) Separately, the SEC has stated it will focus on Marketing Rule compliance in examinations, which increases the likelihood that exam staff ask for documented controls and artifacts rather than accepting informal explanations. (2025-exam-priorities)

Practical execution plan (30/60/90-day)

First 30 days (stabilize and stop drift)

• Appoint an accountable owner for marketing compliance workflow (usually Compliance with Marketing ops support).
• Inventory marketing channels and collect currently disseminated materials.
• Freeze ad-hoc fee language: require interim compliance sign-off for any fee/cost references.
• Draft the Fee Claim Register skeleton and a disclosure snippet library for the most common fee statements.

Next 60 days (implement controls and evidence)

• Launch pre-dissemination approval with claim-by-claim substantiation.
• Stand up version control and immutable archiving for final disseminated artifacts and linked disclosures.
• Update third-party contracts/addenda for “approved materials only” distribution and attestations.
• Train marketing, sales, and web teams using real examples from your inventory.

By 90 days (monitoring, testing, and exam readiness)

• Start cross-channel sampling and log remediation through closure.
• Run a mock exam walkthrough: pull three random marketing pieces and produce the full approval packet, substantiation, disclosures, and archive.
• Calibrate the Fee Claim Register based on findings; tighten disallowed phrases and required disclosures.
• If you use Daydream, map each claim to evidence and store approval packets and immutable archives in one place so exam retrieval is click-through rather than a scavenger hunt.

Frequently Asked Questions

Does every mention of fees in a pitch deck require substantiation?

Treat every fee or cost statement as a claim that must be true and not misleading, and keep documentation showing why it was true when disseminated. The rule prohibits untrue statements of material fact and misleading advertisements. (17 CFR 275.206(4)-1)

Can we say “no fees” if we don’t charge an advisory fee but there are other costs?

“No fees” can become misleading if a reasonable reader would infer there are no costs at all. Use precise language (“no advisory fee” or “no management fee”) and pair it with a disclosure of other applicable expenses where relevant. (17 CFR 275.206(4)-1)

What evidence should we retain for fee claims on the website?

Keep an immutable capture of the webpage as disseminated, the approval record, the disclosure version in effect, and substantiation (fee schedule or governing documents). Examiners often ask you to prove what a prospect actually saw. (17 CFR 275.206(4)-1)

How do we keep fee disclosures consistent across channels?

Use a single Fee Claim Register and a disclosure snippet library, then enforce pre-dissemination review for each channel and periodic cross-channel sampling with a remediation log. Marketing Rule compliance is also an exam priority area. (2025-exam-priorities)

Do we need to review third-party marketers and placement agents under this requirement?

Yes if they disseminate your advertising content or communicate fee statements about your offerings. Control their scripts/materials, require attestations, and monitor for drift so you can show proactive oversight. (17 CFR 275.206(4)-1)

What’s the fastest way to prepare for an SEC exam request on fee transparency in advertising?

Assemble a small evidence binder: three representative ads, each with the final artifact, approval record, substantiation, and the exact disclosure version used. SEC exams have stated a focus on Marketing Rule compliance. (2025-exam-priorities)