Rule 206(4)-1(e)(17)

Definition: Testimonial

definitiontestimonial

Excerpted verbatim from the rule

Testimonial means any statement by a current client or investor in a private fund advised by the investment adviser: (i) about the client or investor’s experience with the investment adviser or its supervised persons; (ii) that directly or indirectly solicits any current or prospective client or investor to be a client of, or an investor in a private fund advised by, the investment adviser; or (iii) that refers any current or prospective client or investor to be a client of, or an investor in a private fund advised by, the investment adviser.

Source: 17 CFR § 275.206(4)-1 on eCFR.

Edge cases — what counts as this

Website

A client posts a 5-star Google review of the firm.

Why this counts: It IS a testimonial under (e)(17). The fact that the firm didn’t solicit it doesn’t change the definition. The compliance moment is when the firm *uses* the review in marketing — screenshots it, links to it from the website — at which point the (b)(1)(i) disclosures attach.

How to handle it

Either don’t repurpose unsolicited reviews in marketing, or treat them as testimonials with full disclosures: client status (already obvious here), compensation, material conflicts.

A client clicks "endorse" on an adviser’s LinkedIn skill.

Why this counts: Single-click endorsements occupy a gray area under (e)(17), but if the firm screenshots and uses them as social proof, the disclosure obligations attach as if they were full testimonials.

How to handle it

Don’t surface LinkedIn skill endorsements as marketing assets. The friction of disclosing for each one isn’t worth the marginal credibility.

Pitch deck

A client appears on a third-party podcast and casually mentions, "I’ve worked with [firm] for years."

Why this counts: A passing comment by a client on a third-party podcast — if the firm doesn’t direct, edit, or promote the segment — is harder to characterize as a testimonial under the firm’s Marketing Rule obligations. The line: did the firm play any promotional role?

How to handle it

If the firm asks the client to make the comment, edits the podcast, or uses the clip in its own marketing, treat as a testimonial with the (b)(1)(i) disclosures. If the firm has no involvement and doesn’t repurpose, no obligation triggers — but document the absence of involvement so you can defend the position later.

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This page is for educational purposes and is not legal advice. Safe to Publish is not a law firm. Compliance decisions remain the responsibility of the registered investment adviser. See Terms.