SEC Marketing Rule (Rule 206(4)-1)
Automate testimonial compliance, performance advertising review, and third-party solicitation disclosures for your RIA.
Effective Nov. 2022
What Rule 206(4)-1 requires
The SEC Marketing Rule, adopted under Section 206(4) of the Investment Advisers Act, replaced the former advertising and cash solicitation rules. It imposes a principles-based framework — but that means more document-level judgment is required, not less.
Effective November 4, 2022, registered investment advisers must ensure that all advertisements are not materially misleading, meet specific testimonial and endorsement conditions, and include required disclosures for performance data.
Key requirements
- Testimonials and endorsements require clear, prominent disclosures of compensation arrangements
- Performance advertising must present net performance (after fees) alongside gross performance
- Predecessor performance requires disclosure of the relevant conditions
- Hypothetical performance must include policies, procedures, and risk disclosures
- Third-party ratings must disclose the rating criteria and timeframe
- All advertisements must be reviewed and approved before distribution
Automated checks for every Rule 206(4)-1 requirement
Testimonial disclosure flags
Identifies testimonials and endorsements, flags missing compensation disclosures required under Rule 206(4)-1(b).
Performance presentation review
Checks that gross performance is paired with net performance figures in required format and timeframes.
Hypothetical performance controls
Identifies hypothetical performance presentations and checks for required policies, risk disclosures, and limitations language.
Third-party rating validation
Flags third-party ratings or rankings without required criteria and timeframe disclosures.
Prohibited language scan
Scans for language that may be deemed misleading — unsubstantiated claims, cherry-picked performance windows, and implied guarantees.
Pre-distribution approval log
Every review generates a timestamped approval record with the reviewer, rule citations, and disposition — ready for SEC examination.
How Zeplyn reviews your marketing materials
Submit the document
Upload a PDF, DOCX, or email draft. Zeplyn accepts marketing emails, pitch decks, client letters, website copy, and social posts.
Rule 206(4)-1 mapping
Zeplyn AI parses the document against the seven general prohibitions and specific provisions of Rule 206(4)-1, identifying each element that requires disclosure or qualification.
Flagged report with citations
Each flag references the specific rule provision. Your CCO sees exactly what needs to be addressed and why — no guesswork, no generic "review this section" notes.
Immutable approval record
Once your CCO approves the revised document, the approval is logged with timestamp, reviewer identity, and the final rule check — meeting books-and-records requirements under IAA Section 204.