SEC Marketing Rule - Promissory Language and Guaranteed Returns

To meet the SEC Marketing Rule requirement on promissory language and guaranteed returns, you must prevent any advertisement from stating or implying assured performance outcomes unless you can substantiate the claim and present it in a way that is not false or misleading. Operationalize this with pre-dissemination compliance review, claim-by-claim substantiation, and complete retention of final ads and approvals. (17 CFR 275.206(4)-1)

Key takeaways:

• Treat “guaranteed,” “will,” and “no risk” phrasing as high-risk claims that require either removal or tightly controlled, substantiated context. (17 CFR 275.206(4)-1)
• Build a repeatable workflow: intake → classify → substantiate → disclosures → approve → archive → test. (17 CFR 275.206(4)-1)
• Expect exam attention on Marketing Rule compliance and your evidence trail for advertising review and oversight. (2025-exam-priorities)

The SEC Marketing Rule’s general prohibitions require that an investment adviser’s advertisements not include untrue statements of material fact and not be otherwise false or misleading. (17 CFR 275.206(4)-1) “Promissory language” and “guaranteed returns” are practical risk areas inside that standard because they can create an implied certainty about performance, risks, or outcomes that marketing materials usually cannot support in a fair and balanced way.

For a Compliance Officer, CCO, or GRC lead, the fastest path to execution is to treat these phrases as a discrete control problem: identify where promissory or guarantee-style language appears, define what is banned versus what is conditionally permitted, require documented substantiation for any performance-related claim, and maintain an immutable audit trail showing the final disseminated version and who approved it.

SEC exams continue to emphasize recently adopted rule compliance, explicitly including the Marketing Rule. (2025-exam-priorities) That means your written policies matter, but your operating evidence matters more: the review workflow, the substantiation files, the disclosure mapping, and surveillance across channels where “informal” statements tend to slip through.

Plain-English interpretation (what the requirement means)

The requirement is simple to state and hard to execute consistently: do not publish marketing that is false or misleading. (17 CFR 275.206(4)-1) Promissory language and guaranteed-return statements are common ways advertising becomes misleading because they suggest certainty (about returns, risk, approval, access, or outcomes) that cannot be supported for most investment products and strategies.

In practice, you should treat the following as “promissory/guarantee risk indicators” that require compliance intervention before anything goes out:

• Guaranteed, assured, risk-free, no risk, cannot lose, protected from loss
• “Will” or “always” statements tied to performance outcomes (for example, “will outperform,” “will generate income,” “always up in down markets”)
• Implied guarantees through phrasing like “sleep well at night,” “set-and-forget,” “market-proof,” when paired with return claims
• Overconfident probability statements without support (for example, “highly likely to double”)

Your operational standard should be: if a reasonable investor could read the statement as a promise about investment results, treat it as promissory.

Regulatory text

Regulatory standard (general prohibitions): “It shall constitute a fraudulent, deceptive, or manipulative act, practice, or course of business… 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 you, as the operator, must do:

1. Define “advertisement” and “marketing communication” in your internal policy so teams know what content is in-scope for review. Your definition must be broad enough to cover the real channels your firm uses (web, pitch decks, emails, social, DDQs, podcasts/webinars, third-party platforms).
2. Prevent dissemination of ads that include promissory or guaranteed-return statements that you cannot substantiate and present in a non-misleading, fair-and-balanced manner. (17 CFR 275.206(4)-1)
3. Maintain a review-and-approval process that produces records showing (a) what was approved, (b) why it was approved, and (c) what actually went public.

Who it applies to (entity and operational context)

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

Operationally, it applies where marketing happens:

• Marketing and growth teams producing web copy, one-pagers, pitch decks, presentations, and email campaigns
• Investor relations teams responding to LP questions with “standard language” blurbs
• Portfolio managers or advisers speaking at conferences, webinars, podcasts, or on social media
• Third parties acting on your behalf (PR firms, placement agents, digital marketing agencies) where their outputs function as your advertisements in practice

A common failure mode is treating “official” collateral as in-scope, while letting social posts, webinar scripts, and BD emails bypass controls. SEC exams’ stated focus on Marketing Rule compliance makes those gaps more expensive. (2025-exam-priorities)

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

1) Build a promissory-language decision standard (one page)

Create a short internal standard that reviewers can apply consistently:

• Banned statements: explicit guaranteed returns, risk-free returns, “cannot lose,” or any claim that implies certainty of performance outcomes without narrowly defined and supportable context. (17 CFR 275.206(4)-1)
• Conditionally permitted statements: statements about objectives or processes (“we seek to,” “our goal is,” “strategy is designed to”) if paired with balanced risk language and no implied certainty.
• Required escalation: any content that includes “guarantee/guaranteed,” “will,” or “no risk” in proximity to performance language must go to Compliance for documented substantiation and sign-off.

Deliverable: a “Promissory Language & Guarantees Review Standard” that sits inside your advertising review procedures. (17 CFR 275.206(4)-1)

2) Inventory all marketing channels and owners

Make a channel register with:

• Channel (website, LinkedIn, YouTube, investor deck, DDQ library, etc.)
• Business owner and backup
• Publication method (CMS, PDF, email tool)
• Whether pre-approval is technically enforced or policy-only
• Archiving method

Goal: ensure you can stop publication and you can prove what was published.

3) Implement pre-dissemination approval with claim-by-claim substantiation

Require that every advertisement goes through a documented review before it is disseminated, with a structured checklist:

• Identify each claim (returns, volatility, downside protection, consistency, track record statements, comparisons)
• For each claim, attach substantiation (performance reports, methodology notes, internal research memos, portfolio guidelines, or other supporting documentation)
• Verify disclosures and risk language are present and not contradicted elsewhere in the same piece
• Confirm the final disseminated version matches the approved version

This is the control that prevents “guaranteed returns” language from slipping out in a “draft” or “quick edit.” (17 CFR 275.206(4)-1)

Practical tip: store substantiation references in a structured field (for example, “Claim 3 → Substantiation file ID → owner → date”) so you can respond quickly in an exam.

4) Standardize disclosures and link them to versions

Promissory language often shows up as a “headline,” while disclosures sit in a footer that drifts over time. Control that drift:

• Maintain approved disclosure blocks (risk disclosures, performance disclosure language, assumptions)
• Version them and require advertisements to reference the disclosure version used
• If the disclosure changes, trigger a lookback on high-visibility materials that rely on it

This is less about legal drafting and more about operational integrity: you need to show consistency and prevent mismatched disclaimers across channels. (17 CFR 275.206(4)-1)

5) Archive immutably and test across channels

Retention is not optional in practice because you will be asked what you published and when.

• Store final disseminated versions (screenshots for web/social, PDFs, video files or scripts)
• Store approvals (who/when), redlines, and substantiation packets
• Run periodic cross-channel sampling to find inconsistent claims and disclosures, then log remediation

Sampling matters because the “guaranteed” claim often shows up in a caption, a thumbnail, or a short-form post that never went through the normal deck review.

6) Train the “front line” with phrases they can use

Training should be phrase-based, not theory-based. Give approved alternatives:

• Replace “guaranteed returns” with “target returns” or “investment objective,” only if properly supported and framed as an objective, not a promise.
• Replace “no risk” with specific risk descriptions (credit risk, duration risk, liquidity risk) and clear statements that losses are possible. (17 CFR 275.206(4)-1)

Required evidence and artifacts to retain

Maintain an exam-ready “advertising file” for each disseminated item:

• Final version exactly as disseminated (PDF, screenshot, recording, or exported post)
• Approval record (date/time, approver, conditions)
• Claim-by-claim substantiation map with supporting documents
• Disclosure version used and rationale for why it is adequate for the channel
• Distribution log or proof of posting (where feasible)
• Exception log (if any) with remediation steps and re-approval evidence

If you use Daydream to manage marketing reviews, configure it so each claim can be linked to substantiation and the final artifact is preserved as an immutable record, alongside approvals and disclosure versions.

Common exam/audit questions and hangups

Expect questions like:

• “Show me the last set of advertisements disseminated and the supporting documentation for performance-related claims.” (17 CFR 275.206(4)-1)
• “How do you supervise marketing content posted on social media by supervised persons?”
• “How do you ensure third parties publishing on your behalf follow the same standards?”
• “How do you confirm the disseminated version matches what Compliance approved?”
• “What testing do you perform to detect inconsistent disclosures across channels?”

Hangups that slow teams down:

• No single system of record for “what went out”
• Substantiation exists but is scattered and not mapped to specific claims
• Marketing edits after approval (especially web/CMS changes)

Frequent implementation mistakes and how to avoid them

1. Treating “guarantee” as only a word problem. Teams remove “guaranteed” but keep “you will earn” or “consistent returns” language. Fix: review for implied certainty, not just banned terms. (17 CFR 275.206(4)-1)
2. Disclosures as a shield. A footer disclaimer does not cure a headline that is materially misleading. Fix: require “fair and balanced” review, and reject promissory headlines even if disclosures exist. (17 CFR 275.206(4)-1)
3. No control over informal channels. Webinars, podcasts, and social posts often bypass review. Fix: pre-approved scripts/talking points and post-event sampling with remediation logs.
4. Weak third-party oversight. Agencies and placement agents publish content that functions as your ad. Fix: contract language requiring pre-approval, plus spot checks and archive capture.

Enforcement context and risk implications

Your baseline risk is an SEC view that promissory or guaranteed-return advertising is “false or misleading” under the Marketing Rule’s general prohibitions. (17 CFR 275.206(4)-1) Separately, the Division of Examinations has stated it will focus on compliance with recently adopted rules including the Marketing Rule, which increases the likelihood that exam staff will request advertising samples, substantiation, and process evidence. (2025-exam-priorities)

Practical 30/60/90-day execution plan

Use phases rather than calendar promises, and exit each phase with specific artifacts.

First phase (stabilize high-risk publishing)

• Freeze or route all performance/return language through Compliance review.
• Implement a banned/flagged phrase list for “guarantee/promissory” terms in your content workflow.
• Stand up an advertising archive structure (even if manual) for final versions, approvals, and substantiation. (17 CFR 275.206(4)-1)

Second phase (standardize review and substantiation)

• Deploy a claim-by-claim substantiation template and require it for all advertisements.
• Create standardized disclosure blocks with version control.
• Train marketing, IR, and investment teams with approved phrases and escalation triggers.

Third phase (test, evidence, and third-party governance)

• Run cross-channel sampling to confirm the same claims and disclosures appear consistently.
• Add third-party marketing governance: pre-approval requirements, evidence submission, and monitoring.
• Conduct a tabletop exam drill: pull a sample ad and produce the complete substantiation and approval file on demand. (2025-exam-priorities)

Frequently Asked Questions

Do we have to ban the word “guarantee” entirely?

Treat it as a high-risk trigger. If it implies guaranteed returns or no risk, it is likely to be misleading and should be removed or rewritten with supportable, non-promissory framing consistent with the general prohibitions. (17 CFR 275.206(4)-1)

Can we say “target return of X%” in a pitch deck?

You can only make claims you can substantiate and present in a way that is not misleading. Keep “target” clearly framed as an objective, document the basis for the target, and avoid language that implies certainty. (17 CFR 275.206(4)-1)

Does this apply to one-on-one emails to prospects?

If the communication meets the rule’s definition of an advertisement, it is in-scope for the Marketing Rule’s general prohibitions. Operationally, treat prospecting emails and templates as marketing content and route them through the same controls. (17 CFR 275.206(4)-1)

What evidence do examiners usually ask for first?

Be ready to produce the final disseminated advertisement plus the substantiation and approval record that supports each material claim. Exams have stated a focus on Marketing Rule compliance, so your ability to produce organized evidence matters. (2025-exam-priorities)

How do we control promissory statements in webinars and podcasts?

Use pre-approved scripts or talking points for performance-related content, then retain the recording and do post-event sampling for ad-libbed promissory language with documented remediation if needed. (17 CFR 275.206(4)-1)

We use a marketing agency. Are we responsible for what they post?

You remain responsible for advertisements disseminated on your behalf. Require pre-dissemination approval, mandate delivery of final artifacts for archiving, and perform periodic monitoring of the agency’s outputs. (17 CFR 275.206(4)-1)