SEC-Enforcement Marketing Communication Standards and Substantiation

The sec-enforcement marketing communication standards and substantiation requirement means every investment adviser marketing claim must be fair, not misleading, and supported by records tied to the exact final version you published. Operationalize it by enforcing pre-dissemination compliance review, claim-by-claim substantiation, controlled disclosures, and immutable archiving across every channel.

Key takeaways:

• Treat every “advertisement” as needing defensible, version-linked substantiation before it goes out ¹.
• Examiners are explicitly focused on Marketing Rule compliance, so your workflow and evidence need to be exam-ready ².
• Cross-channel drift (website vs. decks vs. RFPs vs. social) is a repeat failure mode; monitor and remediate with documented sampling ².

Compliance teams usually fail Marketing Rule exams for one of two reasons: (1) the firm cannot prove why a specific claim was true at the time it was made, or (2) the individual words are defensible but the overall impression becomes misleading once you consider context, omissions, and channel inconsistencies.

This requirement page focuses on the operational standard behind SEC advertising enforcement patterns: marketing communications must be fair and balanced, avoid misleading implications, and be substantiated with documentation that is tied to the final disseminated content. The anchor rule is the SEC’s Marketing Rule prohibition on untrue statements of material fact or content that is otherwise false or misleading ¹. The practical driver is that the SEC Division of Examinations continues to list the Marketing Rule as a focus area in its exam priorities ².

If you are a CCO or GRC lead, your goal is to turn “don’t be misleading” into a system: intake, review, substantiation, approval, publication, archiving, and ongoing surveillance. This page gives you the steps, artifacts, and exam-ready questions to get there quickly.

Requirement statement (plain English)

You must not disseminate any investment adviser advertisement that contains an untrue statement of a material fact or is otherwise false or misleading ¹. In practice, that means:

• Every objective claim needs support (performance, fees, comparisons, rankings, “risk-managed,” “downside protection,” “tax-efficient,” “lowest cost,” “best execution,” “ESG impact,” etc.).
• Every subjective claim needs guardrails (“disciplined process,” “institutional-grade,” “proprietary,” “repeatable alpha”) so it does not imply facts you cannot support.
• Disclosures must match the claim and placement; a footnote you never show in a social post does not cure a misleading headline.
• Your evidence must be tied to the final disseminated version, not a draft.

This is the operational core of the sec-enforcement marketing communication standards and substantiation requirement: claims are reviewed and substantiated before use, and you can reproduce that proof later.

Who it applies to (and where it shows up operationally)

Entities: Registered Investment Advisers and their supervised persons creating or disseminating advertisements ¹.

Operational contexts where this breaks most often:

• Website pages, blogs, landing pages, and “insights” that include strategy descriptions or outcomes.
• Pitch decks, one-pagers, fact sheets, and capability statements.
• RFP / DDQ responses and “standard language libraries.”
• Social media posts and paid ads.
• Third parties acting on your behalf (PR agencies, placement agents, affiliates) when they draft, edit, or distribute content you approve or adopt.

Regulatory text

Rule excerpt (operator-relevant): The SEC states it is a “fraudulent, deceptive, or manipulative” practice for an investment adviser to disseminate any advertisement with “any untrue statement of a material fact” or that is “otherwise false or misleading” ¹.

What an operator must do with that text:

1. Define what counts as an advertisement at your firm, by channel and content type, so nothing bypasses review.
2. Implement a control that blocks publication until a reviewer confirms each material claim is supported and required context is included.
3. Keep records sufficient to show an examiner what was said, when it was said, who approved it, and what evidence supported it at that moment.

Enforcement and exam context (what risk looks like)

The SEC Division of Examinations states it will focus on compliance with recently adopted SEC rules including the Marketing Rule ². Translate that into risk terms:

• Likelihood: Higher exam attention on advertisements and the processes around them.
• Impact: Findings often cascade: advertising issues can trigger broader questions about supervision, policies and procedures, and recordkeeping.

A practical implication: you need to show process, not intent. Examiners ask whether your controls prevent and detect misleading communications, and whether your evidence is complete and retrievable.

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

Step 1: Create an “advertising inventory” and owner map

Build a channel-by-channel list of where claims appear:

• Website, PDFs, email campaigns, slide decks, social channels, RFP tools, client portals, video/webinars, and press quotes. Assign a business owner and a compliance reviewer for each channel.

Output artifact: Advertising channel inventory with owners and review paths.

Step 2: Standardize claim categories and substantiation rules

Create a simple claim taxonomy that determines what evidence is required:

• Performance-related (requires calculation support and methodology notes).
• Fees/expenses and “cost” claims (requires current fee schedules and assumptions).
• Comparisons/benchmarks (requires defined comparator and selection rationale).
• Awards/ratings/testimonials/endorsements (requires source documentation and applicable disclosures).
• Risk statements (“lower risk,” “downside protection”) (requires definitional support and limits).

Output artifact: “Claim substantiation standard” playbook and reviewer checklist.

Step 3: Implement pre-dissemination review with claim-by-claim substantiation

Require that every advertisement goes through an approval workflow before publication. The review should include:

• The exact final content (PDF, screenshot, HTML snapshot, post text).
• A claims table that lists each material claim, where it appears, and the supporting source.
• Confirmation that disclosures are present, readable, and in the same distribution context.

This aligns with the practical control expectation to require pre-dissemination compliance approval with explicit claim-by-claim substantiation references.

Output artifacts: Approval ticket/workflow record, completed claims table, reviewer sign-off.

Step 4: Lock disclosures and version them

Treat disclosures as controlled content:

• Maintain approved disclosure language blocks (performance, risk, conflicts, definitions).
• Require marketing to reference those blocks, not rewrite them ad hoc.
• Version disclosures so you can prove which disclosure set was in force for a given advertisement.

Output artifacts: Disclosure library with version history; mapping of disclosure blocks to channels/templates.

Step 5: Archive immutable copies of what clients actually received

Keep immutable records of:

• Final disseminated version (not a draft).
• Date/time of dissemination and channel.
• Approvals and substantiation package.
• Linked disclosure version used for that item.

This supports exam retrieval and your ability to respond quickly to questions about “what was said.”

Output artifacts: WORM-style archive or immutable repository, indexing/metadata, retention schedule mapping.

Step 6: Run periodic cross-channel sampling and remediation logging

Claims drift happens. Control for it by sampling live content and comparing it to approved versions:

• Pick a repeatable sampling method (by channel and risk category).
• Check for mismatched disclosures, outdated numbers, missing context, or edits outside the workflow.
• Log findings, corrective actions, and re-approvals.

This matches the recommended control to run periodic cross-channel sampling to detect inconsistent claims, disclosures, or risk language and log remediation.

Output artifacts: Sampling plan, test results, remediation log, re-approval records.

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

Use this as your minimum evidence set:

• Advertising inventory and channel owners.
• Marketing/advertising policy and procedures that define review triggers and approvals.
• Pre-dissemination approval records (who/when/what).
• Claim-by-claim substantiation packages (source documents, calculations, memos).
• Final disseminated versions (screenshots/PDF exports/HTML snapshots) stored immutably.
• Disclosure library and version history; proof of which version was used.
• Cross-channel sampling results and remediation tickets.
• Training records for marketing, sales, and investment teams who author content.
• Third-party oversight documentation for agencies or consultants creating/distributing content.

Common exam/audit questions and hangups

Expect these and pre-build answers:

1. “Show me the substantiation for this specific claim on your website.” Have an indexed archive linking claim → page snapshot → substantiation file.
2. “How do you ensure social posts carry required context?” Demonstrate templates, character-limited disclosure approach, or a policy that restricts certain claims in short-form media.
3. “Who can publish changes to the website?” Provide access control, change tickets, and evidence of compliance review.
4. “How do you prevent inconsistent statements across decks, RFPs, and the website?” Show your sampling program and standardized language library.
5. “What happens when performance, fees, or personnel change?” Show a trigger-based refresh workflow and how you retire outdated collateral.

Frequent implementation mistakes (and how to avoid them)

• Mistake: Substantiation exists but is not tied to the final version.
  Fix: Store substantiation alongside a hashable final artifact (PDF export/screenshot) and record the approval timestamp.

• Mistake: Disclosures are “somewhere” but not actually delivered in the same context.
  Fix: Treat each channel as a separate delivery environment. Approve the advertisement exactly as delivered.

• Mistake: RFP language becomes a parallel marketing universe.
  Fix: Use a controlled RFP content library with compliance-approved blocks and auditable edits.

• Mistake: Marketing edits after approval (typos, “small tweaks,” refreshed charts).
  Fix: Make post-approval edits require re-approval; implement publishing permissions.

• Mistake: Third parties publish on your behalf without your evidence trail.
  Fix: Contractually require pre-approval, content delivery records, and cooperation in archiving.

Practical 30/60/90-day execution plan

Days 1–30: Get control of scope and workflow

• Define “advertisement” for your firm and list channels that produce them ¹.
• Stand up a pre-dissemination review queue (even if manual) for the highest-risk channels (website, pitch decks, RFPs).
• Publish a one-page “claims require substantiation” rule and start collecting substantiation for active materials.
• Configure an immutable archive location and naming conventions for final versions and approvals.

Days 31–60: Standardize review and evidence

• Build review templates:
  • Claims table (claim, location, evidence link, required disclosure block, reviewer notes).
  • Approval checklist by channel (website, social, deck, RFP).
• Create a disclosure library with version control and approved language blocks.
• Train marketing and sales on “what triggers compliance review” and “what counts as substantiation.”
• Start cross-channel spot checks focused on inconsistency risk highlighted in exam focus on the Marketing Rule ².

Days 61–90: Make it repeatable and auditable

• Expand the workflow to all channels in the advertising inventory, including third parties.
• Add periodic sampling with documented remediation and management reporting.
• Run an internal “mock exam” on a handful of advertisements: reproduce final version, approvals, and substantiation within a short turnaround time.
• If your volume is high, implement tooling (for example, Daydream) to centralize approvals, maintain immutable archives, link claims to evidence, and run cross-channel sampling without spreadsheet sprawl.

Frequently Asked Questions

What counts as “substantiation” for a marketing claim?

Substantiation is the set of records that prove the claim is true and not misleading as presented, tied to the final disseminated content. For quantitative claims, keep the underlying source data and calculation notes; for qualitative claims, keep written definitions and support that prevents implied false facts.

Do I need to substantiate “soft” statements like “disciplined process” or “institutional quality”?

Yes, because those phrases can imply specific capabilities or controls. Keep a definition, the internal process documentation that matches it, and guardrails that stop staff from pairing the phrase with unsupported outcomes.

How do we handle channel limitations like social media character counts?

Decide which claim types are prohibited in short-form channels and use pre-approved short disclosures where allowed. Archive the exact post as delivered and the approval record for that final text.

What’s the minimum I need to archive for a website page?

Keep an immutable snapshot of the page as published, the approval record, and the substantiation package linked to each material claim. Also retain the disclosure version that was in effect for that page.

Our RFP team customizes language for each prospect. How do we control that?

Use a controlled content library for standard claims and disclosures, require compliance review for any non-standard claims, and archive the final submitted response with the supporting substantiation for any customized statements.

Can a third-party marketing agency create content if we approve it?

Yes, but you need contractual and operational controls: pre-dissemination approval, delivery of final files/posts for archiving, and cooperation to provide records that support any claims made on your behalf.

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