SEC-Enforcement Marketing Communication Standards and Substantiation

The sec-enforcement marketing communication standards and substantiation requirement means every investment adviser advertisement must be fair, balanced, and not materially false or misleading, and you must be able to prove each objective claim with records before it goes out. Operationalize it by implementing pre-dissemination compliance approval, claim-by-claim substantiation, and immutable archiving tied to the exact distributed version. (17 CFR 275.206(4)-1)

Key takeaways:

• Treat “substantiation” as a documentation standard: each material claim needs a dated source you can produce on request. (17 CFR 275.206(4)-1)
• Build a marketing review workflow that forces claim mapping, disclosure checks, and final-version archiving across every channel. (17 CFR 275.206(4)-1)
• Expect exam attention: SEC exam priorities continue to call out Marketing Rule compliance. (2025-exam-priorities)

This requirement is simplest to run if you treat marketing like a controlled release process, not a creative exercise. The SEC’s Marketing Rule framework prohibits an investment adviser from disseminating any advertisement that includes an untrue statement of material fact or is otherwise false or misleading. (17 CFR 275.206(4)-1) For a CCO or GRC lead, the operational burden is predictable: you must control what gets published, confirm it is balanced and appropriately qualified, and retain records that show exactly what you approved and why the claims were supportable at the time.

Most failures happen in the seams: a social post that repeats a stronger claim than the deck; a third party marketer using outdated language; performance or “best” statements that are true in one slice of data but misleading in context; a disclaimer that existed in draft but not in the final published version. Examiners typically test those seams by sampling across channels and time, then asking for proof. The Division of Examinations has also signaled continued focus on recently adopted SEC rules including the Marketing Rule. (2025-exam-priorities)

This page gives requirement-level guidance you can implement quickly: who it applies to, what you must do, what evidence to keep, and how to structure a practical execution plan.

Regulatory text

Requirement (primary): An investment adviser may not disseminate an advertisement with “any untrue statement of a material fact” or that is “otherwise false or misleading.” (17 CFR 275.206(4)-1)

Operator interpretation:
You need controls that prevent publication of untrue or misleading statements, and you need records that demonstrate a reasonable basis for claims at the time of dissemination. If you cannot substantiate a claim with documentation you can produce during an exam, treat the claim as non-approvable or rewrite it as an opinion with appropriate context and limitations.

What this means in practice

• “False” includes objectively incorrect statements and incorrect implications created by omission or selective presentation. (17 CFR 275.206(4)-1)
• “Material” means a reasonable investor would consider it important; treat performance, fees, risks, strategy description, and comparative/“best” claims as presumptively material. (17 CFR 275.206(4)-1)
• “Substantiation” is operational: you should be able to point to the dataset, calculation, methodology, or third party source that supports the exact words used. (17 CFR 275.206(4)-1)

Who it applies to

Entity scope: Registered Investment Advisers (RIAs) and their supervised persons producing or distributing “advertisements” under the Marketing Rule. (17 CFR 275.206(4)-1)

Operational context (where this bites):

• Marketing websites, pitch decks, fact sheets, whitepapers, and email campaigns
• Social media posts, videos, podcasts, webinars, and slide handouts
• RFP/DDQ responses that are later reused as marketing collateral
• Materials distributed by third parties on your behalf (placement agents, solicitors, PR firms, lead generators, platform partners)

Exam context: SEC exam priorities continue to focus on Marketing Rule compliance. (2025-exam-priorities)

Plain-English requirement

You must not publish marketing communications that misstate facts or mislead investors, and you must maintain evidence that your claims were accurate and fairly presented when you approved and distributed them. (17 CFR 275.206(4)-1)

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

1) Define “advertisement” and inventory channels

Create a marketing communications inventory that lists:

• Channels (website pages, PDFs, email, social, webinar platforms, portals)
• Content owners (Marketing, IR, Portfolio team, third party)
• Distribution method (public, 1:1, gated portal)
• Approval requirement (yes/no, and who approves)

Operator tip: Include “one-off” materials (conference slides, talking points, speaker notes). Examiners often sample these because they are less controlled.

2) Implement pre-dissemination compliance review with claim mapping

Set a rule: no dissemination until Compliance approves the final version. Your workflow should force three artifacts before approval:

1. Final content file (the exact PDF, HTML snapshot, email rendering, or social post text)
2. Claim map (each objective claim, where it appears, and what supports it)
3. Disclosure checklist (required qualifiers present, consistent, and proximate enough to the claim)

Claim categories to map (minimum):

• Performance statements and comparisons
• “Best,” “leading,” “top,” “expert,” “proven,” “risk-managed,” “downside protected”
• Strategy/process claims (“we always hedge,” “we only buy investment grade,” “we screen out X”)
• Client outcomes (“reduced volatility,” “improved drawdowns,” “consistent income”)
• Operational claims (“24/7 monitoring,” “institutional-grade risk controls”)

If a claim cannot be substantiated, require rewrite to either:

• A factual statement that you can support, or
• A clearly labeled opinion with context, without implying a guarantee

This operationalizes the prohibition on untrue or misleading advertisements. (17 CFR 275.206(4)-1)

3) Substantiation standards (what “adequate documentation” looks like)

Create a substantiation standard by claim type:

Claim type	Minimum substantiation you should retain	Common failure
Performance / returns	Source data, calculation workbook/system output, methodology notes, and who ran it	Using screenshots without underlying data
Comparative claims	Competitor universe definition, data source, date range, inclusion/exclusion rules	“Best in class” with undefined peer set
Risk statements	Risk disclosures aligned to strategy, and evidence of review against current strategy	Using generic risk language that conflicts with portfolio reality
Process controls	Policy/procedure references plus evidence (logs, attestations)	Describing controls that exist only “on paper”
Awards / rankings	Award criteria, sponsor disclosure, time period, and permission to display	Displaying outdated awards without context

Tie each claim to a record that is date-stamped and retrievable. This is how you show a reasonable basis for what you published. (17 CFR 275.206(4)-1)

4) Disclosure and “fair and balanced” checks (operational checklist)

Build a checklist that reviewers must complete:

• Does the piece contain any absolute language (“always,” “guaranteed,” “no risk”) that could mislead?
• Are key risks presented with similar prominence as benefits, especially near performance statements?
• Are material assumptions clearly stated (time period, benchmark, fees, strategy constraints)?
• Are disclaimers consistent across channels and not contradicted elsewhere in the piece?
• If a summary claim appears on a landing page, is the qualification available without friction (and ideally on the same page)?

Even if each sentence is technically true, the overall impression cannot be misleading. (17 CFR 275.206(4)-1)

5) Control third party marketing and “on your behalf” content

If third parties distribute your marketing:

• Contractually require pre-approval of any materials mentioning your firm or strategy
• Provide “approved content packs” only (decks, bios, descriptions, standardized disclosures)
• Require periodic attestations they are using current versions
• Sample their public pages and outbound campaigns and document findings

You are still exposed if a third party’s communication about you is misleading.

6) Archive immutable records (and make them exam-ready)

For each distributed item, retain:

• Final disseminated version (not a draft)
• Approval ticket with approver, date/time, and conditions
• Claim map and linked substantiation sources
• The disclosure version that was in effect at approval
• Where and when it was posted (URLs, campaign IDs, distribution list criteria)

Make the archive immutable (write-once/read-many or equivalent controls) and searchable by date, campaign, product/strategy, and channel. The goal is fast production during an exam.

Where Daydream fits naturally: Daydream can serve as the system of record for marketing approvals and substantiation mapping, tying each claim to its supporting evidence and locking the final distributed artifact so your exam response is a retrieval exercise, not a scavenger hunt.

7) Ongoing monitoring: cross-channel sampling and remediation

Set a periodic sampling routine across channels:

• Pull a sample of published items from each channel
• Compare repeated claims across channels for drift (website vs deck vs social)
• Confirm disclosures remain accurate if products/strategies change
• Log issues, remediation actions, and re-approvals

This aligns to the practical expectation that you supervise communications continuously, not only at launch. Marketing Rule compliance remains an exam focus. (2025-exam-priorities)

Required evidence and artifacts to retain (exam packet)

Maintain a “marketing substantiation file” per campaign or artifact:

• Marketing inventory and channel list
• Written marketing review procedure (roles, routing, escalation)
• Final disseminated content (PDF/HTML snapshot/video transcript where feasible)
• Approval records (who, when, what was approved)
• Claim-by-claim substantiation binder (datasets, calculations, third party sources)
• Disclosure library with version control
• Third party approvals and monitoring results
• Exception log (what went out under expedited process and why, with after-the-fact review results)

Common exam/audit questions and hangups

Questions you should be ready to answer with documents:

• “Show me the final version that was distributed and the date it went live.”
• “Who approved this, and what did they review?”
• “Substantiate this specific sentence. Where is the support?”
• “How do you ensure website language matches pitch decks and social posts?”
• “How do you supervise third parties distributing your materials?”
• “What happens when performance changes, strategy changes, or disclosures change?”

Hangups that slow responses:

• You have drafts but not the final disseminated version.
• Substantiation exists but is not linked to the claim (nobody can find it quickly).
• Disclosures are stored separately with no version mapping to the piece.

Frequent implementation mistakes (and how to avoid them)

1. Approving “concepts” instead of final outputs.
   Fix: Approve only the final render (PDF export, HTML snapshot, social copy) and archive that exact artifact.

2. Letting subjective language smuggle in objective claims.
   Fix: Flag superlatives and implied guarantees; require either proof or rewrite.

3. Treating substantiation as optional for “common knowledge.”
   Fix: If it is material and factual, keep a source. If you cannot, remove or soften the claim. (17 CFR 275.206(4)-1)

4. Disclosures that are technically present but practically hidden.
   Fix: Put key qualifiers near the claim and ensure the overall impression is not misleading. (17 CFR 275.206(4)-1)

5. No control over third party marketers.
   Fix: Require pre-approval, provide approved packs, and run documented monitoring.

Enforcement context and risk implications

The regulatory standard treats dissemination of false or misleading advertisements as a fraudulent, deceptive, or manipulative act or practice under Advisers Act section 206(4). (17 CFR 275.206(4)-1) The risk is not limited to an individual piece; a pattern across channels can point to weak supervision and weak controls. SEC exam priorities continue to call out Marketing Rule compliance, so you should expect marketing substantiation and recordkeeping to be test areas in routine exams. (2025-exam-priorities)

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

You asked for speed. Use this as an implementation sequence.

First 30 days (stabilize publication)

• Freeze “new claim” creation unless it goes through Compliance review.
• Build a channel inventory and name owners for each channel.
• Stand up a lightweight approval workflow (even if manual) requiring: final artifact + claim map + substantiation links.
• Create a basic disclosure library with versioning (even a controlled folder with change logs).

Days 31–60 (standardize substantiation and archiving)

• Publish a substantiation standard by claim type (table above) and train Marketing/IR on it.
• Implement immutable archiving and naming conventions for exam retrieval.
• Add third party marketer controls: pre-approval requirement and “approved content pack.”
• Begin cross-channel sampling and issue logging.

Days 61–90 (make it exam-ready and durable)

• Tighten checklists for “fair and balanced” reviews and escalation rules for high-risk claims.
• Run a mock exam: pick a random set of published items and practice producing approval + substantiation within a short internal SLA you define.
• Automate the workflow in a tool where possible; Daydream is a strong fit if you need claim-level substantiation mapping, approval evidence, and locked final artifacts in one place.

Frequently Asked Questions

What counts as “substantiation” for a marketing claim?

Keep records that directly support the exact words used, as of the approval date, and that you can produce on request. If you cannot tie a claim to a concrete source (data, calculation, methodology, or a specific third party publication), revise or remove the claim. (17 CFR 275.206(4)-1)

Can we post performance highlights on social media if space is limited?

You can, but you still need the communication to avoid being false or misleading and to be appropriately qualified for context. Treat the social post as an advertisement that requires the same pre-approval and substantiation as a deck, and retain the final text and any linked disclosures. (17 CFR 275.206(4)-1)

Do we need pre-approval for every single webpage edit?

For any change that affects material statements (performance, strategy, risks, comparisons, fees, testimonials/endorsements where applicable), require Compliance review and archive the final version. For purely cosmetic edits, document a lower-risk path, but keep a change log so you can explain what changed and why.

How do we handle third parties that insist on using their own templates?

Require that any statement about your firm, products, or performance uses your approved language blocks and disclosures, and make pre-approval a contractual condition. Then monitor their postings and keep evidence of the review and any remediation.

What’s the minimum we should keep for exam production?

Keep the final disseminated artifact, the approval record, and claim-by-claim substantiation that supports objective statements, plus the disclosure version in effect at approval. Without those, you will spend exam time recreating history.

What should we do with legacy materials already in the market?

Inventory what is live, prioritize high-risk items (performance, comparisons, superlatives), and either re-approve with substantiation or retire them. Document the remediation decisions and the date each item was updated or removed.