Marketing Communication Compliance and Substantiation Standards

To meet the marketing communication compliance and substantiation standards requirement under the SEC Marketing Rule, you must prevent any advertisement from containing untrue statements of material fact or being otherwise false or misleading, and you must be able to prove your claims with documented support tied to the exact version you disseminated ¹. Operationalize this with pre-use compliance approval, claim-by-claim substantiation files, and immutable archiving across channels.

Key takeaways:

• Treat every “claim” as a controlled item: approve it, substantiate it, and lock the final distributed version to the evidence set ¹.
• Manage “overall impression” risk by testing consistency across website, decks, social, and RFP language, not just individual sentences ².
• Examinations remain focused on Marketing Rule compliance, so build retrieval-ready records for what was said, when, to whom, and why it was supportable ².

This requirement is about one thing: controlling marketing communications so you never publish a statement that is untrue or that creates a misleading impression, and you can prove it later with clean records ¹. For a CCO or GRC lead at an SEC-registered investment adviser, the practical challenge is not knowing the rule exists. It is operational drift: new pitch deck slides, website refreshes, social posts, RFP responses, third-party placements, and “one-off” emails that bypass review, then live forever in screenshots and forwarded PDFs.

The fastest path to compliance is to run marketing like a controlled process rather than an art project. That means (1) defining what counts as an advertisement, (2) implementing pre-dissemination review with a claim inventory, (3) requiring substantiation packages for every material statement, and (4) archiving the final disseminated artifact with the approvals and the disclosure version that shipped with it. The SEC has stated that it will focus on Marketing Rule compliance in exams, so you should assume an examiner will ask you to produce both the ad and the backup on demand ².

Regulatory text

Primary standard (operator view): The SEC Marketing Rule provides that it is a fraudulent, deceptive, or manipulative act for an investment adviser to disseminate any advertisement that includes any untrue statement of a material fact, or that is otherwise false or misleading ¹. See the prohibition at 17 CFR 275.206(4)-1(a)(1) ¹.

What you must do in practice:

1. Prevent false statements and misleading impressions before they go out.
2. Maintain support for claims so you can demonstrate, after the fact, that what you published was accurate and fair at the time of dissemination.
3. Control the entire lifecycle of an “advertisement,” including edits, versions, and channel-specific variants, because an examiner evaluates the communication as received by the audience ¹.

Plain-English interpretation (what “false or misleading” means operationally)

For operators, “false or misleading” covers more than obviously wrong facts. You have risk when a statement is technically true but creates the wrong takeaway because of what you omitted, how you framed it, or how it appears alongside other content.

Use this working definition in your review workflow:

• Untrue statement of material fact: Any factual claim a reasonable prospective client/investor would care about that is wrong ¹.
• Otherwise misleading: The “net impression” is deceptive because key context is missing, disclosures don’t match the claim, or similar content elsewhere contradicts it ¹.

A high-control posture assumes that if you cannot substantiate a factual or performance-related claim with reliable, date-matched evidence, it should not ship.

Who it applies to (entity and operational context)

Applies to: SEC-registered investment advisers and their advertisements under the Marketing Rule ¹. Examinations are expected to focus on compliance with recently adopted SEC rules including the Marketing Rule ².

Operationally, include these teams and channels:

• Marketing and IR / client development: websites, brochures, blogs, email campaigns, webinars.
• Sales / client service: pitch decks, one-pagers, due diligence questionnaires, RFP/RFI responses.
• Portfolio teams and leadership: quotes, market commentary, strategy narratives.
• Third parties acting for you: placement agents, PR firms, solicitations partners. You remain responsible for what is disseminated in your name.

What you actually need to do (step-by-step)

Step 1: Define “advertisement” and scope the inventory

• Build a channel inventory: website pages, PDFs, slide decks, social accounts, email templates, webinar scripts, RFP libraries, third-party postings.
• Decide what content is “controlled” and requires pre-approval. Your default should be “yes” for anything that could be considered an advertisement under the rule ¹.
• Assign content owners and a compliance reviewer queue.

Output: Advertisement/channel register + ownership map.

Step 2: Implement pre-dissemination compliance approval (with claim-by-claim substantiation)

Your approval gate must do more than “looks good.” Require a structured review that captures:

• Each discrete claim (one row per claim).
• Claim type (fact, performance, risk/return, process, ESG, fees, comparison, testimonial/endorsement if applicable).
• Substantiation reference (document name, date, location).
• Required disclosures (exact text block or linked disclosure appendix).
• Approval (name, date, version).

This aligns to the control expectation implied by the prohibition: you should not disseminate untrue or misleading statements ¹. It also aligns with the SEC’s stated exam focus on the Marketing Rule ².

Practical tip: Force reviewers to copy/paste the exact claim text into the log. Paraphrases break the evidence chain.

Step 3: Build a “substantiation package” standard for common claim categories

Create minimum evidence standards so marketing is not reinventing substantiation every time.

A workable substantiation package checklist:

• Factual firm claims (AUM, headcount, tenure, office locations): source report, as-of date, calculation method, approver.
• Performance-related statements: performance extracts, composite or account-level support as applicable, calculation notes, as-of date, disclosure language that shipped with it.
• Process claims (“we conduct quarterly risk reviews”): policies/procedures, sample committee minutes, system evidence.
• Comparisons/benchmarks: benchmark source, methodology, and basis for comparability.
• Testimonials/endorsements/third-party ratings: treat as high scrutiny; maintain source, context, and conditions/disclosures. Keep the same claim-by-claim discipline because the core prohibition still applies ¹.

Decision rule: If you cannot explain the claim’s support in one minute using documents in the package, it is not ready.

Step 4: Control versions and archive immutable “final disseminated” artifacts

The operational failure pattern is “approved draft, unapproved final.”

Set the rule: only content stored in your controlled repository with a recorded approval can be published. Then:

• Archive the exact final artifact (PDF, HTML snapshot, image, email render, video file).
• Archive the approval record and substantiation package linked to that final artifact.
• Archive the disclosure version that shipped with it (not the current disclosure on the website).

This is directly responsive to exam readiness under the SEC’s stated Marketing Rule focus ².

Step 5: Run periodic cross-channel sampling for “overall impression” and drift

Even strong pre-approval fails if the website changes outside workflow or sales uses old decks.

Implement a monitoring routine:

• Sample each channel for live content vs. approved content.
• Check for inconsistent claims, missing disclosures, and risk language drift across similar assets (website vs. deck vs. factsheet).
• Log issues, owner, remediation date, and re-approval where needed.

This addresses the risk factor that channel inconsistencies can create misleading impressions even when a single statement appears accurate ³.

Step 6: Train and enforce (with consequences)

Training must be tied to the workflow:

• “No approval, no publish” rule for marketing.
• “No ad-lib claims” rule for sales and leadership in writing.
• Clear escalation for time-sensitive opportunities (with a documented expedited review path).

Required evidence and artifacts to retain (exam-ready list)

Keep records in a way that supports fast retrieval by date, channel, and campaign.

Minimum artifacts:

• Advertisement/channel inventory and ownership.
• Pre-dissemination approval tickets (with timestamps and approvers).
• Claim log (claim text, classification, substantiation pointer, required disclosures).
• Substantiation packages (source documents, calculations, as-of dates, methodology notes).
• Immutable final disseminated artifacts (files/snapshots) and distribution context (where published, dates).
• Disclosure library with version control, plus “disclosure-as-shipped” copies linked to ads.
• Monitoring/testing logs and remediation records.
• Training completion records for marketing, sales, and executives with approval authority.

Common exam/audit questions and hangups (what to prepare for)

Expect requests aligned to the SEC’s focus on Marketing Rule compliance ²:

• “Provide all advertisements disseminated during the period, including websites and pitch materials.”
• “Show how you reviewed and approved these items before use.”
• “Produce support for each performance or comparative claim and show it was current as of dissemination.”
• “How do you ensure third parties do not publish inconsistent or outdated claims on your behalf?”
• “Demonstrate your process for keeping disclosures consistent across channels.”

Hangups that slow teams down:

• You cannot reproduce the exact web page content that was live on a date.
• The substantiation exists, but it is not tied to the specific claim language.
• A claim changed after approval and before publication.

Frequent implementation mistakes and how to avoid them

Mistake	Why it fails	Avoidance control
Approving “concepts” instead of exact words	The final phrasing may introduce a misleading impression	Require copy/paste of final claim text into the claim log before approval
Substantiation stored “somewhere”	In exams, inability to retrieve quickly reads like lack of support	One folder (or system record) per ad version with linked evidence
Disclosures treated as generic boilerplate	Generic disclosures can conflict with specific claims	Map required disclosure language to each claim type; ship the mapped version
Website and social treated as “lightweight”	These often contain the broadest claims	Put web/social into the same approval and archiving workflow
Sales/RFP responses bypass review	RFP libraries copy/paste claims for years	Pre-approved claim library and required compliance check for exceptions

Enforcement context and risk implications

The SEC rule frames misleading advertisements as fraudulent, deceptive, or manipulative conduct ¹. Separately, the SEC Division of Examinations has stated it will focus on compliance with recently adopted rules including the Marketing Rule ². Treat this as an operational risk issue: weak substantiation and weak archiving convert routine marketing into a hard-to-defend exam finding.

Practical 30/60/90-day execution plan

First 30 days: Stop the bleeding

• Freeze and inventory: identify all active channels and top assets used in fundraising/sales.
• Stand up a basic pre-approval gate for new/changed materials (email inbox or ticketing is fine short-term).
• Create a simple claim log template and require it for performance, comparison, and “firm fact” claims.
• Start immutable archiving for all newly approved materials.

Days 31–60: Build repeatable substantiation

• Publish substantiation standards by claim category (performance, firm facts, process, comparisons).
• Implement disclosure version control; link disclosure versions to each ad.
• Create a controlled claim library for repeated statements (AUM, strategy descriptions, risk language).
• Begin cross-channel sampling and remediation tracking.

Days 61–90: Make it durable and exam-ready

• Expand the workflow to cover website and social with snapshots and approvals.
• Add third-party content controls (contractual requirements, review rights, distribution logs where feasible).
• Run a mock exam request: pick a date range, produce all ads, approvals, and substantiation within a short turnaround.
• If your tooling is fragmented, consolidate review + archiving. Daydream typically fits here as the system of record for marketing approvals, substantiation linkage, and immutable archiving so exam retrieval is a workflow, not a scramble.

Frequently Asked Questions

What counts as “substantiation” for a marketing claim?

Substantiation is the evidence you can produce to show a claim was accurate and not misleading when disseminated ¹. Treat it as a dated package tied to the exact claim text and the final version distributed.

Do we have to review every single social media post?

If the post functions as an advertisement, it presents the same “untrue or misleading” risk as a deck or website page ¹. Most firms operationalize this by pre-approving templates and requiring review for any post containing performance, comparisons, or specific factual claims.

How do we handle “overall impression” problems across channels?

Start with a cross-channel sampling test: compare the same strategy description and key claims across the website, pitch deck, factsheet, and RFP boilerplate. Track mismatches as issues, remediate, and re-approve the corrected versions to prevent drift ².

What if marketing updates a document after compliance approves it?

Treat any post-approval edit as a new version that requires re-approval. Your archive must show the final disseminated version with its matching approval record and substantiation package.

Can a third party publish materials about us without going through our process?

If a third party disseminates an advertisement on your behalf, you still carry regulatory risk for false or misleading statements ¹. Contract for review rights and require distribution of only approved, version-controlled materials.

What’s the fastest way to be exam-ready for a Marketing Rule request?

Build the retrieval chain: ad → final disseminated artifact → approval record → claim log → substantiation package → disclosure-as-shipped. Then test it with a mock request aligned to the SEC’s exam focus on Marketing Rule compliance ².

Related compliance topics

• 2025 SEC Marketing Rule Examination Focus Areas
• Arizona Investment Adviser Advertising Rules and Disclosure Requirements
• Best Execution: 2025 Standards (SEC Trend)
• Best Execution: Fiduciary Duty (SEC 206)
• Best Execution: Trade Allocation (SEC 206)

Footnotes

1. 17 CFR 275.206(4)-1, 2021

2. 2025 Exam Priorities, 2024

3. 2025 Exam Priorities, 2024; 17 CFR 275.206(4)-1, 2021