SEC Marketing Communication Standards and Substantiation

To meet the sec marketing communication standards and substantiation requirement, you must prevent any advertisement from containing untrue statements of material fact or being otherwise false or misleading, and you must be able to substantiate every material claim with retained documentation. Operationalize this by enforcing pre-use compliance review, claim-by-claim substantiation, required disclosures, and immutable recordkeeping tied to the final disseminated version. ¹

Key takeaways:

• Treat substantiation as a documentation requirement: every material claim needs a citation to internal records before publishing.
• Control the full lifecycle: draft → review → approval → dissemination → archive → surveillance → remediation.
• Exams continue to focus on Marketing Rule compliance; expect testing of policies, approvals, and proof files. ²

This requirement is the day-to-day backbone of Marketing Rule compliance: if you publish a claim, you need to know it’s fair and balanced, you need the context and disclosures that keep it from misleading investors, and you need files that prove what you said was true when you said it. The SEC standard is principles-based, so your exam outcome depends less on perfect wording and more on whether your program consistently prevents and detects misleading marketing.

For a CCO or GRC lead, the fastest path is to convert the rule into an operational gate: no dissemination without (1) a documented reviewer decision, (2) substantiation mapped to each material claim, and (3) an archive package that recreates exactly what the public saw. Then you add ongoing sampling across channels (website, pitch decks, social, fact sheets, third-party platforms) so drift does not reintroduce risk after initial approval.

The SEC has explicitly identified focus on the Marketing Rule in its exam priorities, so assume marketing materials will be requested early in an exam and tested for both content and process. ²

Regulatory text

Regulatory 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.” ¹

Operator interpretation:
You must run a program that prevents false or misleading advertising. Practically, that means:

• You cannot publish statements that are materially untrue.
• You cannot publish statements that are technically “true” but misleading due to missing context, selective presentation, or omitted risks.
• You must be able to prove the basis for what you said, using retained records tied to the final version that was disseminated.

Plain-English interpretation (requirement-level)

Your firm’s marketing communications must be fair, balanced, and supportable. Every material claim needs:

1. a defined meaning (what exactly you are claiming),
2. a substantiation source (what record proves it), and
3. appropriate qualifiers/disclosures (what the audience must also know to avoid being misled).

If you cannot substantiate a claim quickly with organized evidence, treat it as non-compliant until you can.

Who it applies to

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

Operational scope (where this shows up):

• Websites, landing pages, blogs, newsletters
• Pitch decks, one-pagers, DDQs, RFP responses, fact sheets
• Social media posts and profiles (including “pinned” content)
• Investor presentations, webinars, podcasts, and conference remarks when used to market advisory services
• Third-party distribution platforms where you provide content or approve what is posted on your behalf

Third parties: Marketing agencies, placement agents, PR firms, and platform providers can create risk, but responsibility remains with the adviser. Treat them as third parties that must follow your pre-approval and substantiation workflow.

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

1) Define “advertisement” inventory and ownership

• Build a channel list: web, PDF collateral, social, email, video, events, platform listings.
• Assign an accountable owner per channel (Marketing, IR, Sales, Product) and a compliance approver.
• Decide what must be reviewed pre-use versus post-use sampling. Document the decision.

Deliverable: Marketing Communications Inventory (channel, owner, approver, review frequency trigger).

2) Implement pre-dissemination compliance approval (hard gate)

Set a rule: no marketing goes live without compliance approval recorded in a system of record.

Minimum approval checks:

• Are there material claims? (performance, risk, expertise, rankings, client outcomes, ESG, process, fees)
• Is any claim potentially misleading without context?
• Are disclosures present and consistent with the claim?
• Is substantiation attached for each claim?

Practical control: Require “claim-by-claim substantiation references” as part of the approval ticket. This is one of the simplest ways to demonstrate control design and operating effectiveness in an exam.

3) Create a claim substantiation matrix (the workhorse)

For each piece of content, list:

• Claim text (exact words)
• Claim type (fact, comparison, superlative, time-bound, forward-looking, third-party statement)
• Substantiation source (internal report, calculation workbook, CRM extract, policy, contract, methodology memo)
• Owner (who maintains the evidence)
• As-of date (what “point in time” the claim is true)
• Disclosure/qualifier required (limits, assumptions, risks, definitions)

This turns review from subjective debate into documented, testable controls.

4) Standardize disclosures and version control

Common breakdown: the team updates the claim but forgets the disclosure footnote, or the disclosure differs across channels.

Do this instead:

• Maintain a disclosure library with approved language blocks and required conditions for use.
• Require version-controlled templates for factsheets and pitch decks.
• For web content, snapshot the full page (including footnotes and hover text) at approval and at go-live.

5) Retain immutable records for what was disseminated

Exams often ask: “Show me what investors saw” and “Show me who approved it and why.”

Your record package should recreate:

• Final disseminated content (PDF/web snapshot/video file)
• Approval record (date, approver, comments/conditions)
• Substantiation file (the matrix plus supporting evidence)
• The exact disclosure version used (linked or embedded)
• Distribution record (where/when it was posted or sent)

A practical pattern is an “archive bundle” per item that is write-once/read-many (WORM-like) or otherwise tamper-evident, even if your tool is a standard GRC repository.

6) Ongoing surveillance: cross-channel sampling and drift detection

Pre-approval is necessary but not sufficient. Content drifts:

• A social post paraphrases a factsheet and drops key qualifiers.
• A sales team reuses an old slide with outdated numbers.
• A platform profile contains legacy language you forgot existed.

Run periodic cross-channel sampling to detect:

• Inconsistent claims across channels
• Missing disclosures in short-form media
• Stale substantiation (claim changed, evidence didn’t)

Log findings, corrective actions, and re-approvals.

7) Remediation and lessons learned loop

When you find an issue:

• Pull or correct the content quickly (and document timing and scope).
• Identify root cause (template gap, training gap, third-party posting, unclear ownership).
• Update the disclosure library, checklist, or workflow gate.
• Train the specific group that caused the recurrence (sales desk, IR, marketing, third-party agency).

Required evidence and artifacts to retain (exam-ready)

Use this as your minimum evidence list:

• Marketing Communications Inventory (by channel, owner, approver)
• Written policy/procedure for marketing review and substantiation mapped to the rule standard ¹
• Pre-dissemination approval records (tickets, emails captured into system, annotated PDFs)
• Claim substantiation matrices for sampled and high-risk materials
• Supporting substantiation files (calculations, source data extracts, methodology memos)
• Disclosure library with version history and conditions for use
• Immutable archives of final disseminated versions (web snapshots, PDFs, recordings)
• Surveillance/testing logs (sampling plan, results, remediation)
• Third-party oversight artifacts (contracts/SOWs requiring compliance approval; evidence of monitoring where they post content)

Common exam/audit questions and hangups

Expect questions aligned to exam focus on the Marketing Rule. ²

• “Show your marketing review policy and how it prevents false or misleading statements.” ¹
• “Provide all advertisements used in the period and evidence of approval before dissemination.”
• “How do you substantiate performance-related or comparative statements?” (If you can’t produce the proof quickly, that is the finding.)
• “How do you control social media and employee posts?”
• “How do you ensure disclosures are consistent across channels and versions?”
• “What testing do you perform to confirm the process works in practice?”

Frequent implementation mistakes (and how to avoid them)

1. Substantiation lives in someone’s inbox.
   Fix: require evidence attachments in the approval ticket and store them in a governed repository.

2. “True but misleading” blind spot.
   Fix: add a review prompt: “What would a reasonable investor infer?” Require qualifiers when a claim could be read too broadly.

3. Disclosure drift across formats.
   Fix: disclosure library + locked templates + web page snapshots at approval.

4. Sales enablement content bypasses review.
   Fix: treat internal “sales-only” decks as advertisements if they will be used with prospects; enforce the same gate.

5. Third-party posting without firm control.
   Fix: contractually require pre-approval, define what constitutes dissemination, and monitor the channels they manage.

Enforcement context and risk implications

The SEC frames misleading advertising as a fraudulent, deceptive, or manipulative practice under Advisers Act Section 206(4), implemented through the Marketing Rule standard. ¹ Separately, the SEC’s exam program has stated focus on Marketing Rule compliance, which increases the likelihood that your materials, approvals, and substantiation files are reviewed. ²

Risk to manage:

• Regulatory findings for inadequate policies/procedures and weak substantiation
• Forced remediation (content removal, re-papering disclosures, client communications)
• Reputational damage from public corrections or investor complaints
• Control failures that spill into broader books-and-records concerns if you cannot reproduce what was disseminated

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

You asked for speed. Use this phased plan with concrete deliverables.

First 30 days (stabilize and stop uncontrolled publishing)

• Stand up the pre-dissemination approval gate for all high-risk channels (web, factsheets, pitch decks, social).
• Create the claim substantiation matrix template and require it for new or revised materials.
• Start immutable archiving of final disseminated versions with linked approvals and disclosures.
• Identify top-risk claims in market today and backfill substantiation files for them.

By 60 days (make it consistent and testable)

• Complete the marketing inventory and map each channel to an owner and workflow.
• Publish the disclosure library and align templates to it.
• Train marketing and client-facing staff on “material claim” identification and substantiation expectations.
• Begin cross-channel sampling to detect claim/disclosure drift; open remediation tickets for issues found.

By 90 days (prove operating effectiveness)

• Run a full mock exam package: produce a set of advertisements plus approvals and substantiation within a tight internal deadline.
• Add recurring surveillance reviews and management reporting (open issues, time-to-remediate, repeat findings).
• Extend controls to third parties that create or post content and document oversight.

Where Daydream fits naturally: If your bottleneck is evidence hygiene, Daydream can act as the system of record for approval workflows, substantiation attachments, and immutable archives so exam production is a retrieval task, not a scramble.

Frequently Asked Questions

Does every sentence in a pitch deck need substantiation?

Focus on material claims: statements a reasonable investor would rely on. For each material claim, retain a clear proof source and link it to the final disseminated version. ¹

What counts as “substantiation” in practice?

Substantiation is documentation that supports the claim as stated, as of the date used. Examples include calculation workpapers, source data extracts, documented methodologies, contracts, or policy/procedure references that directly support the statement.

Can marketing publish first and ask compliance to review later?

If you allow post-use review, you need a defined exception process with strict criteria and documented remediation if issues are found. For most firms, pre-dissemination approval is the cleanest control for preventing false or misleading ads. ¹

How do we handle short-form social posts where disclosures don’t fit?

Either (1) avoid making claims that require qualifiers, or (2) use an approved short-form disclosure approach that still prevents the post from being misleading in context. Keep an archive of the exact post as disseminated and the approval record.

What evidence is most persuasive in an SEC exam?

Examiners commonly respond well to a complete “bundle” per item: final content, approval record, substantiation matrix, and the supporting proof files, all time-stamped and easy to retrieve. The SEC has stated focus on Marketing Rule compliance in exam priorities. ²

We have legacy materials already in the market. Do we need to re-approve them?

Yes, prioritize a risk-based back-review of what is currently disseminated. Backfill substantiation and disclosures for the highest-risk claims first, and document what you reviewed, what you fixed, and what you retired.

Footnotes

1. 17 CFR 275.206(4)-1

2. 2025-exam-priorities