Review questions
- Identify whether the speaker is a current client/investor or another person.
- Document direct and indirect cash and non-cash compensation.
- Place required compensation and material-conflict disclosures with appropriate prominence.
- Confirm oversight, written-agreement, and disqualification requirements outside the webpage review.
Why this is being examined now
On 16 December 2025 the SEC Division of Examinations published additional observations on adviser compliance with the Marketing Rule, focused on the testimonial, endorsement, and third-party rating provisions. Commentators reading the alert have noted that repeat findings after published expectations may be referred to Enforcement, and that examinations in the current cycle are expected to cover these provisions. The items below restate the deficiencies described in that alert as review questions. They are questions to ask about a page, not conclusions about any firm.
Disclosure was missing entirely at dissemination
Staff reported testimonials and endorsements published without the required disclosures present at the time the advertisement was disseminated, including on sites operated under an alternative business name. A disclosure added later, or living only on a different page, does not resolve the moment of dissemination.
- Does every page carrying a testimonial or endorsement carry the disclosure at the same time it is published?
- Do alternative business name sites, DBA microsites, and landing pages carry the same disclosures as the primary site?
- Is the disclosure present in the page as served, rather than injected later or held on a separate page?
Status and compensation type were unclear
Staff reported disclosures that failed to make clear whether the promoter was a current or former client or investor, and that failed to state whether compensation was cash or non-cash. Non-cash compensation was specifically implicated: advisers compensated clients with gift cards to write reviews without a reasonable basis for believing the disclosures complied.
- Does the disclosure state plainly whether the speaker is a current client, a former client, an investor, or none of these?
- Does it state whether compensation was cash or non-cash?
- Have gift cards, discounts, prizes, event access, or referrals been treated as compensation?
Compensation was described generically
Staff reported generic descriptions of compensation arrangements that omitted material information, and stated that where a specific amount of cash compensation is paid, the advertisement should disclose that amount.
- Where a specific cash amount was paid, is that amount disclosed rather than described as 'compensation may be paid'?
- Does the disclosure omit anything a reader would need to weigh the statement?
Material conflicts beyond simple payment
Staff reported undisclosed arrangements with advisory clients who were also investors in the adviser, or who were principals or officers of other advisory firms. The conflict being disclosed is not only 'we paid this person'.
- Is the speaker also an investor in the adviser?
- Is the speaker a principal or officer of another advisory firm?
- Is any other relationship present that a reader would consider material?
Oversight, agreements, and the de minimis threshold
Staff reported advisers who were unaware that certain statements constituted testimonials or endorsements at all; missing written agreements describing the scope of activities and the terms of compensation; and misapplication of the de minimis exemption where individual payments were under the threshold but total compensation exceeded $1,000 over twelve months.
- Has someone inventoried which statements on the site are testimonials or endorsements under the rule?
- Is there a written agreement with each compensated promoter covering scope and compensation terms?
- Is compensation aggregated across twelve months rather than judged payment by payment?
Ineligible persons
Staff reported advisers who compensated promoters with disciplinary histories that the adviser knew or should reasonably have known made them ineligible. This is a diligence obligation, not a website property, and a page review cannot answer it.
- Has each compensated promoter been checked against the disqualification provisions?
- Is that check documented and repeated, rather than performed once at onboarding?
What a page review can and cannot tell you
A mechanical review of a served page can inventory what text, labels, links, and structure are present, and can show what changed between two dates. It cannot decide whether a statement is material, whether a communication is an advertisement, whether compensation was in fact paid, whether an agreement exists, or whether a promoter is eligible. Those require records and judgement that do not live on the page. Treat page evidence as an input to a qualified human review.
Primary source
SEC Division of Examinations, Additional Observations Regarding Advisers' Compliance with the Advisers Act Marketing Rule (16 December 2025) — https://www.sec.gov/files/exams-riskalert-mrkt-rule-2512-508.pdf
Reviewed August 2026. Rules change; confirm against the current text before relying on any item here.
Use evidence, then human judgment
Automation can inventory visible text, labels, links, and bounded presentation context. It cannot decide materiality, truth, intended audience, substantiation, compensation, policies, portfolio scope, survey design, calculation accuracy, or legal applicability.
Read the current rule in the eCFR and use qualified legal or compliance personnel for decisions.