As 2025 concluded, recent Securities and Exchange Commission development further highlighted significant shifts in its priorities. Beyond Staff’s most recent Examination Priorities Report, two actions stand out: its recent No Action Letter to The Depository Trust Company and its Risk Alert concerning the Marketing Rule.
The DTC No Action Letter
Here, the Division of Trading and Markets informed the DTC that it would not recommend that the Commission take an enforcement action if DTC were to launch a securities tokenization pilot program. In this pilot, the DTC would allow certain investors to record their entitlements to DTC-held securities on a distributed ledger as opposed to DTC’s centralized ledger. This is a significant step toward leveraging blockchain and tokenization to radically change how securities settle.
The Marketing Rule Risk Alert
Less than a week after the Division of Trading and Markets issued the DTC No Action Letter, the Division of Examinations issued its most recent Risk Alert concerning SEC Rule 206(4)-1, otherwise known as the Marketing Rule. The Division of Examinations outlined its observations regarding certain registered investment advisers’ compliance with the Marketing Rule’s requirements for using testimonials, endorsement and third-party ratings, and specifically, their failures to comply with the Rule’s disclosure requirements. The Staff also noted the related failures in their compliance systems.
What This Means
From where I sit, these underscore two key themes for this Commission: ensuring that decades-old laws and rules can accommodate innovation and focusing on investor protection issues. Broker-dealers and registered investment advisers cannot act on the former, but they can continue to review and enhance their compliance systems—particularly, with respect to issues that directly affect investors.
I invite you to contact me to discuss how these—or any SEC rule—impacts your broker-dealer or registered investment adviser.
Because broker-dealers, registered investment advisers and their associates want to spend their time serving their clients, not their regulators.
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