SEC-Enforcement Marketing Communication Standards and Substantiation

To operationalize the sec-enforcement marketing communication standards and substantiation requirement, treat every advertisement as regulated, require pre-use compliance review, and keep written support for each claim. Your job is to prevent any untrue statement of material fact and avoid content that is otherwise false or misleading under the SEC Marketing Rule. (17 CFR 275.206(4)-1)

Key takeaways:

• You need a claim-by-claim substantiation workflow before anything is published across any channel. (17 CFR 275.206(4)-1)
• Your evidence burden is operational: immutable archives of what was sent, who approved it, and what support/disclosures were in effect. (17 CFR 275.206(4)-1)
• SEC exams continue to prioritize Marketing Rule compliance, so assume marketing materials will be sampled and challenged. (2025-exam-priorities)

This requirement is simple to say and hard to run: no investment adviser advertisement can include an untrue statement of material fact or be otherwise false or misleading. (17 CFR 275.206(4)-1) In practice, most deficiencies come from ordinary marketing velocity, not intentional fraud. Teams reuse decks, translate website copy into social posts, update performance figures without updating disclosures, or let third parties (placement agents, solicitors, podcast hosts, rating providers) “summarize” the firm’s strategy in ways you would never approve in writing.

To operationalize the standard, you need two things working together: (1) a repeatable pre-dissemination review process that forces substantiation and disclosure alignment at the claim level, and (2) records that recreate the exact client-facing experience and the basis for believing it was not misleading at the time it went out. That is the difference between “we try to be accurate” and a defensible compliance program.

The SEC Division of Examinations has explicitly stated it will focus on compliance with recently adopted SEC rules including the Marketing Rule, so marketing communications should be treated as exam-ready content. (2025-exam-priorities)

Requirement: SEC-Enforcement Marketing Communication Standards and Substantiation

Operator objective: prevent false or misleading advertisements by controlling what gets published, validating claims with documented support, and retaining records that prove what was disseminated and why it was reasonable.

Regulatory text

Rule standard (excerpt): “It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business within the meaning of section 206(4) of the Act for any investment adviser to disseminate any advertisement that includes any untrue statement of a material fact, or that is otherwise false or misleading.” (17 CFR 275.206(4)-1)

What that means operationally:

• You must be able to show, for each advertisement, that material statements are true, and that the overall presentation is not misleading in context. (17 CFR 275.206(4)-1)
• “Otherwise false or misleading” covers more than factual errors. It includes selective presentation, missing qualifiers, stale data, inconsistent risk language, or implied guarantees created by layout, headlines, or comparisons. (17 CFR 275.206(4)-1)
• Substantiation is not optional. If marketing says it, your files should show what you relied on to approve it. (17 CFR 275.206(4)-1)

Plain-English interpretation (what you’re being held to)

You are responsible for ensuring that marketing communications:

1. Do not contain untrue statements that a reasonable investor would consider important, and (17 CFR 275.206(4)-1)
2. Do not mislead by omission or framing, even if each individual sentence is technically accurate. (17 CFR 275.206(4)-1)

A good working test for reviewers: “If an examiner reads only this page/post/slide, will they walk away with an impression that is stronger than what the underlying facts support?”

Who it applies to (entity + operational context)

Applies to: Registered Investment Advisers and their supervised persons disseminating advertisements. (17 CFR 275.206(4)-1)

Operational contexts to include in scope:

• Public website pages (including “About,” strategy pages, performance pages, case studies)
• Pitch decks, DDQs, RFP responses, tear sheets, factsheets, one-pagers
• Social media posts, webinars, podcasts, conference remarks when scripted or posted after the fact
• Email campaigns and newsletters
• Third-party distributed content that you prepare, approve, or adopt (for example, consultant write-ups that you endorse or republish)

Why you should care now: The SEC has flagged Marketing Rule compliance as an examination focus area, so you should expect testing of both your content and your controls. (2025-exam-priorities)

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

1) Define “advertisement” and “marketing communication” for your program

Create a short scoping memo and a review matrix that answers:

• Which channels are always in-scope (website, decks, factsheets)
• Which channels are conditionally in-scope (social posts, conference remarks)
• What counts as “dissemination” (posting, emailing, handing out, hosting a PDF link)

Implementation note: If the business argues something is “informational,” require a documented rationale. Examiners focus on effect, not intent. (17 CFR 275.206(4)-1)

2) Build a claim inventory and substantiation standard

Create a simple “claim register” template with these fields:

• Claim text (exact wording)
• Claim type (performance, process, risk, fees, ESG, comparison, award/rating, client count, AUM, experience)
• Materiality note (why it matters to an investor)
• Substantiation link(s) (source files, calculations, third-party reports)
• Required qualifiers/disclosures
• Data “as of” date and refresh owner
• Reviewer approval and date

Minimum expectation: Every material claim in an ad should map to at least one substantiation item you can produce quickly. (17 CFR 275.206(4)-1)

3) Put pre-dissemination approval in the critical path

Run marketing through a controlled workflow. The workflow should force:

1. Marketing submits final draft (not “near-final”) plus target channel(s).
2. Compliance reviews claim register entries for new/edited claims.
3. Compliance confirms disclosure alignment (risks, limitations, definitions, time periods, “as of” dates).
4. Business owner attests that underlying inputs are complete and current.
5. Approval is recorded with version control and the final file hash or immutable copy.

This directly implements the control pattern “pre-dissemination compliance approval with explicit claim-by-claim substantiation references.” (17 CFR 275.206(4)-1)

Practical threshold: If you can’t tie approvals to the exact final version, you don’t have a defensible pre-approval program.

4) Standardize required disclaimers and controlled language

Create controlled disclosure blocks for common risk areas and define when they are mandatory. Common triggers:

• Performance discussion (including model/hypothetical references)
• Comparisons (“outperformed,” “lower drawdown,” “best-in-class”)
• Forward-looking statements or targets
• Testimonials/endorsements/third-party ratings (if used)

Keep disclosures versioned. When disclosures change, you must know which ads need updates and which version applied at the time of dissemination. (17 CFR 275.206(4)-1)

5) Maintain immutable archives (what was sent, not what you meant)

For each disseminated item, retain:

• Final distributed content (PDF, image, video file, landing page capture)
• Date(s) of dissemination and channels used
• Approval record and claim register snapshot
• Disclosure version in effect
• Supporting substantiation package (source documents, calculations)

This maps to the control “maintain immutable archives of final disseminated communications, approval records, and linked disclosure versions.” (17 CFR 275.206(4)-1)

6) Test cross-channel consistency and remediate

Run periodic sampling across: website, decks, factsheets, social, DDQs. Look for:

• Same claim stated differently across channels
• Stale “as of” dates
• Risk disclosures missing from short-form content
• Performance numbers that don’t reconcile to source

Log findings, assign owners, and track fixes to closure. This implements “periodic cross-channel sampling … and log remediation.” (17 CFR 275.206(4)-1)

7) Control third parties that speak for you

If a third party drafts or distributes statements about your firm:

• Require pre-approval for any firm-specific claims you did not write
• Prohibit the third party from editing approved language without review
• Archive what they publish and your approval trail

Treat this as marketing risk, not only third-party risk.

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

Keep these in a single “Marketing Rule binder” folder structure by quarter or campaign:

• Marketing review policy and procedures mapped to the false/misleading standard (17 CFR 275.206(4)-1)
• Workflow records showing pre-dissemination approvals (ticketing exports, emails, approvals in a CMS)
• Claim register with substantiation links (current and historical snapshots)
• Substantiation packages (source data, calculations, methodologies, third-party reports)
• Disclosure library with version history and effective dates
• Immutable archive of each disseminated item (final form, channel, date)
• Sampling/testing logs and remediation tickets
• Training records for marketing, IR, and investment team contributors

Daydream fit (earned mention): If you struggle to keep substantiation, approvals, and final versions connected across tools, Daydream can serve as the system of record for claim-to-evidence mapping and immutable marketing archives without relying on inbox archaeology.

Common exam/audit questions and hangups

Expect examiners (or internal audit) to ask:

• “Show me the approval record for this webpage/pitch deck version.” (17 CFR 275.206(4)-1)
• “What is the support for this outperformance/comparison statement?” (17 CFR 275.206(4)-1)
• “How do you ensure disclosures are consistent across channels?” (17 CFR 275.206(4)-1)
• “How do you supervise marketing created by third parties or affiliates?” (17 CFR 275.206(4)-1)
• “How did you respond when you found a misstatement?” (17 CFR 275.206(4)-1)
• “What testing do you perform given Marketing Rule is an exam priority?” (2025-exam-priorities)

Frequent implementation mistakes (and how to avoid them)

1. Approving “drafts,” then publishing a revised version.

   • Fix: require final-file approval with version control and a single publish gate.

2. Treating substantiation as “we can explain it later.”

   • Fix: no evidence, no claim. Store support in the same ticket or repository as the ad. (17 CFR 275.206(4)-1)

3. Letting short-form channels drop risk qualifiers.

   • Fix: pre-approved micro-disclosures for social and email headers; require link to full disclosures where appropriate.

4. Stale content on websites.

   • Fix: assign owners and set review triggers tied to “as of” dates and strategy/performance updates.

5. Inconsistent AUM, team bios, or experience claims across decks and DDQs.

   • Fix: maintain a controlled “facts” source (firm metrics sheet) and require marketing to pull from it.

Enforcement context and risk implications (practical)

The SEC frames false or misleading advertisements as potentially “fraudulent, deceptive, or manipulative” under Advisers Act section 206(4). (17 CFR 275.206(4)-1) Even without a specific enforcement case in your files, you should assume the risk profile includes:

• Deficiency letters that force rework of marketing and supervision processes
• Heightened exam scrutiny if you can’t produce substantiation promptly
• Reputational and client trust damage when marketing statements need correction
  The Division of Examinations has indicated Marketing Rule compliance is a focus area, which increases the likelihood your materials get sampled. (2025-exam-priorities)

Practical execution plan (30/60/90-day)

Day 1–30: Stabilize publishing and evidence capture

• Freeze uncontrolled publishing paths; route all new ads through one approval workflow.
• Stand up the claim register template and require it for new materials.
• Start immutable archiving for final versions and approvals.

Day 31–60: Expand scope and standardize disclosures

• Inventory all active channels and “always-on” materials (site, decks, factsheets).
• Build a disclosure library with version control and channel-specific short forms.
• Train marketing/IR on what triggers substantiation and what gets rejected.

Day 61–90: Test, remediate, and make it exam-ready

• Run cross-channel sampling; reconcile claims and disclosures; document fixes.
• Backfill substantiation for highest-risk claims (performance, comparisons, awards/ratings).
• Prepare an exam packet: policy, workflow, samples of approvals, and a clean archive index. (2025-exam-priorities)

Frequently Asked Questions

What counts as “substantiation” for a marketing claim?

Substantiation is the documentation that supports the exact claim language as disseminated, kept in a form you can produce on request. If the claim is material, you should be able to point to source data, calculations, or third-party documentation that makes the statement not untrue or misleading. (17 CFR 275.206(4)-1)

Do we need pre-approval for every social media post?

If a post is an advertisement or repeats firm claims, route it through the same claim-and-disclosure controls as other channels. Many firms allow pre-approved content libraries for low-risk posts while still requiring compliance review for anything performance-, comparison-, or strategy-specific. (17 CFR 275.206(4)-1)

How do we handle old pitch decks still circulating with prospects?

Treat legacy materials as active risk until you can confirm they are withdrawn. Archive what existed, document a takedown/recall process, and reissue updated materials with version control and current disclosures. (17 CFR 275.206(4)-1)

Can we rely on a third party (PR firm, placement agent, consultant) to keep statements accurate?

You can outsource drafting, but you cannot outsource accountability for what gets disseminated about the adviser. Require pre-approval of firm-specific claims, prohibit unapproved edits, and archive the third party’s final published statements. (17 CFR 275.206(4)-1)

What’s the fastest way to get exam-ready on marketing supervision?

Build an index that ties each sampled ad to (1) the final disseminated version, (2) the approval record, (3) the claim register, and (4) the substantiation package. Examiners can move quickly when Marketing Rule compliance is a stated exam focus. (2025-exam-priorities)

Our marketing is “fair,” but we can’t find the backup quickly. Is that a problem?

Yes. A fair statement without retrievable support turns into a process failure under exam conditions. Put substantiation links inside the approval workflow so the support travels with the ad and is available on demand. (17 CFR 275.206(4)-1)