2025 SEC Marketing Rule Examination Focus Areas

To operationalize the 2025 SEC Marketing Rule Examination Focus Areas, treat every client-facing statement as an “advertisement” candidate and require (1) documented substantiation for each material claim, (2) controlled disclosures for testimonials/endorsements and third-party ratings, and (3) durable evidence of review, approval, and what was actually disseminated across channels. This aligns your program to the SEC’s stated 2025 exam focus ¹.

Key takeaways:

• Build a claim-by-claim substantiation file tied to the final, disseminated version of each advertisement ².
• Control testimonials/endorsements and third-party ratings with standardized disclosures and eligibility checks ¹.
• Expect examiners to test hypothetical performance governance and policies in practice, not on paper ³.

The “2025 SEC marketing rule examination focus areas requirement” is not a new rule; it’s a roadmap for what SEC exam teams will test first. The SEC Division of Examinations explicitly calls out advisers’ compliance with the Marketing Rule, including hypothetical performance, testimonials, and endorsements ¹. For a CCO or GRC lead, the fastest path to readiness is to convert those themes into operational controls that produce clean evidence on demand.

Exams tend to surface two problems that are avoidable with disciplined execution: (1) marketing claims that are directionally “true” but cannot be substantiated from retained records tied to the exact version that was published, and (2) drift across channels (website, pitch decks, social, RFPs) that creates a misleading overall impression even if any single sentence can be defended. The Marketing Rule’s general prohibition standard is broad, and it turns weak processes into enforcement risk when the SEC finds misleading statements, unsupported benefits, or missing policies ².

This page gives you requirement-level implementation guidance you can put into your compliance calendar and marketing workflow immediately.

What the SEC is focused on for 2025 (exam lens)

The Division of Examinations has stated it will focus on advisers’ compliance with the Marketing Rule, including the use of hypothetical performance, testimonials, and endorsements ¹. Translate that into three exam-ready workstreams:

1. Truthfulness + substantiation for any material statement in an advertisement
2. Controlled use of social proof (testimonials/endorsements and third-party ratings) with correct disclosures
3. Governance: written policies and procedures that actually operate, especially for hypothetical performance

If you do only one thing, do this: build an end-to-end advertising lifecycle that starts with intake and ends with immutable archiving, with substantiation and disclosures locked to the final disseminated artifact.

Regulatory text

“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.” ²

Operational meaning (plain English): you must be able to show that each advertisement is not misleading in what it says and what it implies. That includes omissions, exaggerated benefits, inconsistent comparisons, and performance presentation choices that create an inaccurate impression ². In exams, the SEC typically tests this by asking for the ad, the back-up, the approval, and the policies that governed it ¹.

Who it applies to (entity and operational context)

Applies to:

• SEC-registered investment advisers (RIAs) producing or disseminating advertisements ².

Operational contexts examiners commonly pull:

• Public website pages, blogs, and landing pages
• Pitch decks, fact sheets, tear sheets, one-pagers
• RFP/RFI responses and due diligence questionnaires when used to market advisory services
• Social media posts and paid digital ads
• Model portfolio / hypothetical performance presentations
• Solicitor/affiliate marketing where endorsements/testimonials appear ¹

If a third party (agency, placement agent, promoter, platform) posts on your behalf, treat it as part of your advertising risk boundary. Examiners do not care that “marketing did it” or “the third party posted it.” They care that you disseminated an advertisement that is not misleading ².

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

Step 1: Inventory every “advertisement surface”

Create an inventory that maps each channel to an owner and an approval path:

• Website (including embedded calculators, performance widgets)
• PDF collateral (pitch books, fact sheets)
• Email campaigns and newsletters
• Social accounts (firm and employee accounts used for business)
• RFP library and standard responses
• Third-party platforms (ratings pages, marketplace profiles) Deliverable: a living Marketing Channel Register with owners, content types, and where final versions are archived.

Step 2: Implement pre-dissemination review with claim-by-claim substantiation

Build a required “substantiation package” for each advertisement. Minimum elements:

• Final draft (exact file or page capture that will be disseminated)
• Claims log: each material claim listed as a testable statement (performance, costs, features, “best/leading,” tax benefits, risk reduction)
• Evidence links: where the proof lives (performance system output, calculation workbook, client survey file, methodology memo)
• Disclosure mapping: what disclosures are required for the claims included

Make compliance approval conditional on this package. The rule’s prohibition on false or misleading statements means you need support for what you publish, not a post-hoc explanation ².

Practical tip: require marketing to highlight new or changed claims in redline form so reviewers do not re-audit unchanged language every cycle.

Step 3: Put hypothetical performance behind a gated process

The SEC has repeatedly enforced hypothetical performance failures and tied them to inadequate policies and procedures ³ and sweep actions ⁴. Your gating process should include:

• A clear definition of what your firm treats as hypothetical performance
• Eligibility criteria for intended audience (who can receive it, and under what conditions)
• Standard disclosures and presentation controls
• A documented review checklist that is completed before dissemination

If you cannot explain, in writing, why hypothetical performance is relevant to the intended audience and show the process ran, you are carrying the same failure mode cited in sweep actions ⁵.

Step 4: Control testimonials, endorsements, and third-party ratings content

The 2025 exam priorities explicitly include testimonials and endorsements ¹. Operationalize with:

• Approved disclosure blocks (one for each medium: website, social, PDF, video)
• Intake form capturing who provided the statement, relationship to the adviser, and any compensation arrangement
• Third-party workflow: if an outside marketer posts, require submission for review and retain final post evidence

For third-party ratings, treat “rating” as a claim. Retain what the rating was, the date, and the disclosures you used alongside it. Examiners often test whether disclosures are present where the rating appears, not in a separate PDF nobody reads ¹.

Step 5: Archive final disseminated versions and approvals in an immutable way

You need to be able to reconstruct exactly what was disseminated and when. Build a recordkeeping discipline around:

• Final PDFs as distributed
• Website page captures (PDF print + timestamped capture)
• Social post screenshots or platform exports
• Approval tickets and timestamps
• The exact disclosure version paired with the ad

This reduces the most common exam scramble: finding “something close” to what was published, then arguing it matches.

Daydream fit (when you are ready): teams often implement this with a workflow tool that ties (a) the ad, (b) the substantiation, (c) the approval, and (d) the archive record into one auditable thread. Daydream can act as the system of record for marketing approvals and evidence packets, so exam retrieval is a search problem, not a fire drill.

Step 6: Test cross-channel consistency and remediate drift

Set a monitoring cadence that samples across channels for:

• Performance numbers and time periods
• Fee language, risk language, and limitations
• “Best”/comparative claims
• Testimonials and ratings disclosures
• Broken links to disclosures or methodology documents

Log findings and remediation as evidence that your procedures operate ¹.

Required evidence and artifacts to retain (exam-ready list)

Keep these artifacts organized by advertisement ID or campaign ID:

1. Advertisement artifact

• Final file or page capture of what was disseminated
• Distribution dates and channels

2. Approval evidence

• Compliance approval record (ticket, email, or workflow log)
• Review checklist completed (especially for performance ads)

3. Substantiation package

• Claims log
• Source data outputs (performance reports, calculations, assumptions memo)
• Backup for qualitative claims (e.g., methodology, definitions)

4. Disclosures

• Disclosure text used
• Version control (which disclosure version was paired to which ad)

5. Third-party content controls

• Contracts/instructions to third parties posting on your behalf
• Evidence you reviewed/approved third-party posts where applicable

6. Exception handling

• Documented exceptions and remediation (what happened, impact, fix, owner sign-off)

Common exam/audit questions and hangups

Expect variations of:

• “Provide all advertisements disseminated in the last period and the support for each claim.” ¹
• “Show your policies and procedures for hypothetical performance and proof they were followed.” ⁵
• “Where are testimonials/endorsements used, and what disclosures were presented at the point of use?” ¹
• “How do you supervise marketing published by third parties?” ²

Hangups that slow responses:

• No single inventory of ads across channels
• Substantiation exists but is not tied to the final version
• Approvals happened verbally or in chat with no durable record
• Website changed after approval; you retained the draft, not what went live

Frequent implementation mistakes (and how to avoid them)

1. Approving “templates” but not final outputs
   Fix: require approval of the final disseminated version or a controlled merge process with locked fields.

2. Performance claims without a reproducible calculation file
   Fix: store performance output and the methodology memo together, and reference them in the claims log ².

3. Disclosures stored in a separate location than the ad
   Fix: store the disclosure version with the ad artifact so you can prove what the client saw.

4. Treating social as informal
   Fix: apply the same intake/approval/archive rules to social posts used for marketing.

5. Hypothetical performance “side decks” created by sales
   Fix: gate distribution through a single channel (deal room or approved library) and block ad-hoc emailing without compliance review ³.

Public enforcement cases

Use these cases to calibrate what the SEC will call “misleading” or “inadequate procedures,” and to motivate business owners to follow the workflow.

• In the Matter of Titan Global Capital Management USA LLC (IA-6353) (Aug. 21, 2023): The SEC found issues including hypothetical performance that did not meet conditions and overstated tax-loss harvesting benefits, along with inadequate policies and procedures ³. Civil penalty listed in the order is $850,000 ³.

• SEC Charges Nine Investment Advisers with Marketing Rule Violations (Sept. 11, 2023): Sweep focused on hypothetical performance and failures to adopt and implement policies and procedures reasonably designed for hypothetical performance relevance ⁵.

• SEC Charges Five Investment Advisers with Marketing Rule Violations (Apr. 12, 2024): Sweep again focused on hypothetical performance violations and Marketing Rule compliance failures ⁶.

Risk implication: enforcement outcomes have included monetary penalties and remediation obligations, and they often cite “failed to adopt and implement policies and procedures” as the control failure, not just a single bad ad ⁷.

Practical 30/60/90-day execution plan

First 30 days: stabilize and stop new risk

• Freeze unreviewed publishing for high-risk content types (performance, ratings, testimonials, “tax benefit” claims) until they flow through review.
• Build the channel inventory and assign an owner to each.
• Stand up a lightweight approval workflow (even if manual) that requires a claims log and substantiation links before approval ².
• Pick one archive location and standard naming convention for ad artifacts + disclosures.

Days 31–60: formalize controls and clean up legacy content

• Draft/update written procedures that reflect the actual workflow for ad review, substantiation, disclosures, and archiving ¹.
• Remediate top public-facing pages and top-used pitch decks. Focus on unsupported superlatives, unclear performance context, and missing disclosures.
• Implement hypothetical performance gating: eligibility rules, checklist, and required evidence retained ⁵.
• Train marketing, sales, and investor relations on “what triggers a claims log” and how to package substantiation.

Days 61–90: operate the program like an exam team is watching

• Run a cross-channel sample review (website vs decks vs RFP language) and log issues/remediation.
• Tabletop an exam request: “give me all ads used this period plus substantiation and approvals.” Time the retrieval and fix bottlenecks.
• Decide whether to implement a system (such as Daydream) to centralize approvals, evidence packets, and immutable archiving across channels, especially if teams currently rely on email and shared drives.

Frequently Asked Questions

Does the SEC’s 2025 exam focus create new Marketing Rule obligations?

No. It signals what exam teams will test first, including hypothetical performance, testimonials, and endorsements ¹. Your job is to prove your existing controls operate with strong evidence.

What is the single most useful artifact to build for exam readiness?

A claim-by-claim substantiation file tied to the final disseminated version of each advertisement. It turns “we believe it’s accurate” into documented support under the Marketing Rule’s general prohibitions ².

How should we handle marketing content posted by a third party (agency, solicitor, platform profile)?

Treat it as part of your supervised advertising process: require pre-post review when possible, retain final post evidence, and maintain disclosure text that appears with the content. The risk is dissemination of a misleading advertisement, regardless of who drafted it ².

Are sweep actions still relevant if our firm never uses hypothetical performance?

Yes, because they show the SEC’s enforcement pattern and how it frames control failures ⁴. Even without hypothetical performance, examiners may test substantiation, disclosures, and governance across your ads ¹.

What breaks most marketing compliance programs during an exam?

Evidence gaps. Teams can describe a review process but cannot produce the final disseminated artifact, the approval record, the substantiation, and the exact disclosures as presented.

How do we operationalize this without slowing marketing to a crawl?

Standardize reusable components: disclosure blocks, claim categories with standard evidence expectations, and templates for substantiation. Then automate routing and archiving in one workflow so reviewers focus on changes and high-risk claims.

Related compliance topics

• Arizona Investment Adviser Advertising Rules and Disclosure Requirements
• Best Execution: 2025 Standards (SEC Trend)
• Best Execution: Fiduciary Duty (SEC 206)
• Best Execution: Trade Allocation (SEC 206)
• Borrowing/Lending with Customers (FINRA 3240)

Footnotes

1. Division of Examinations - 2025 Examination Priorities, 2024

2. 17 CFR 275.206(4)-1, 2021

3. In the Matter of Titan Global Capital Management USA LLC, 2023

4. SEC Charges Nine Investment Advisers with Marketing Rule Violations, 2023; Source: SEC Charges Five Investment Advisers with Marketing Rule Violations, 2024

5. SEC Charges Nine Investment Advisers with Marketing Rule Violations, 2023

6. SEC Charges Five Investment Advisers with Marketing Rule Violations, 2024

7. In the Matter of Titan Global Capital Management USA LLC, 2023; Source: SEC Charges Nine Investment Advisers with Marketing Rule Violations, 2023