On December 16, 2025, the SEC Division of Examinations published a Risk Alert titled "Additional Observations Regarding Advisers' Compliance with the Advisers Act Marketing Rule." This was the only risk alert issued by the Division in 2025, underscoring that Marketing Rule compliance remains a top examination priority.
## Focus: Testimonials, Endorsements, and Third-Party Ratings
The Risk Alert zeroes in on compliance failures under two specific provisions of the Marketing Rule: (1) testimonials and endorsements, and (2) third-party ratings. These are areas where examiners have observed the most widespread and recurring deficiencies across firms of all sizes.
## Key Deficiencies: Testimonials and Endorsements
The most common deficiency identified was failure to provide required disclosures at the time of — or before — disseminating a testimonial or endorsement. Specific failures included:
- Failure to disclose whether the promoter is a current client or investor in a private fund advised by the investment adviser
- Failure to disclose whether the promoter received cash or non-cash compensation for the testimonial or endorsement
- Failure to disclose material conflicts of interest on the part of the promoter
- Failure to enter into or maintain written agreements with promoters describing the scope of activities and terms of compensation
## Key Deficiencies: Third-Party Ratings
For third-party ratings, the Staff found that advisers failed to disclose direct or indirect compensation provided in connection with obtaining or using a third-party rating. This includes payments for the use of rating providers' logos or reprints of the ratings in marketing materials.
## Significance for Compliance Programs
As the sole risk alert of 2025, this publication signals the SEC's continued and heightened scrutiny of Marketing Rule compliance. Firms should immediately review their testimonial and endorsement disclosures, verify that all promoter agreements are current and complete, and ensure that any third-party ratings used in marketing materials include required compensation disclosures.
> This was the only risk alert issued by the SEC Division of Examinations in all of 2025, signaling that Marketing Rule compliance is among the Division's highest priorities heading into 2026.