SEC Marketing Rule - False Statements

The SEC Marketing Rule’s false statements requirement means you must not disseminate any advertisement that contains an untrue statement of a material fact or is otherwise false or misleading, and you must be able to prove your claims at the time you publish them. Operationalize it with a claim inventory, pre-dissemination compliance approval tied to substantiation, and immutable archiving of final materials and disclosures. ¹

Key takeaways:

• Build a claim-by-claim substantiation file for every ad before it goes live. ¹
• Control “overall impression” risk by checking consistency across channels, not just single documents. ¹
• Expect exam attention: the SEC Division of Examinations lists Marketing Rule compliance as a focus area. ²

The fastest way to fail the sec marketing rule - false statements requirement is to treat marketing review as a style edit. The rule is an anti-fraud standard applied to “advertisements,” and it reaches more than obvious marketing collateral. If a communication is an advertisement under the rule, you cannot publish it if it includes any untrue statement of a material fact or if the message is otherwise false or misleading. ¹

For a CCO or GRC lead, the operational problem is repeatable proof: can you demonstrate, in an exam, what was disseminated, who approved it, what each material claim meant, and what evidence supported it on the date it went out. The second problem is drift: claims and disclosures diverge across your website, pitch decks, RFP language, and social posts, creating a misleading “overall impression” even if each item was drafted in good faith.

This page gives requirement-level implementation guidance: who must comply, what controls to implement, what evidence to keep, what exam teams ask for, and a 30/60/90-day rollout plan aligned to practical Marketing Rule exam focus. ²

Regulatory text

Requirement (operator view): Do not disseminate any advertisement that (1) includes any untrue statement of a material fact, or (2) is otherwise false or misleading. ¹

Regulatory 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

What the operator must do: Put a system in place that prevents false or misleading claims from being published and produces reliable evidence that (a) the final published version was reviewed, and (b) each material claim had support at publication time. This is not satisfied by “marketing reviewed it” or “legal signed off” without traceable substantiation tied to the exact disseminated content. ¹

Plain-English interpretation (what “false or misleading” means in practice)

• Untrue statement of material fact: A factual claim that is wrong and would matter to a prospective client’s evaluation (performance, fees, risks, strategy, personnel, experience, etc.). ¹
• Otherwise false or misleading: Statements can be literally true and still misleading because of what they omit, how they are framed, or how they read in context with other content. Treat this as an “overall impression” test across the whole ad and adjacent disclosures. ¹

Operationally, your job is to (1) define what counts as a claim, (2) require evidence for each claim, (3) lock down version control so the evidence matches what was actually sent, and (4) monitor channels for drift after approval.

Who it applies to (entity and operational context)

Entity scope: Registered Investment Advisers (RIAs) subject to the SEC Marketing Rule. ¹

Operational context (where this shows up):

• Public website pages (strategy descriptions, case studies, “about” pages).
• Pitch decks, one-pagers, fact sheets, DDQs/RFP responses used to solicit clients.
• Social media posts and commentary that markets advisory services.
• Third parties acting on your behalf (PR firms, placement agents, solicitors, web developers) who can introduce inconsistent or unsupported claims into distributed materials.

Exam context: The SEC Division of Examinations states it will focus on compliance with the Marketing Rule. Plan for routine exam requests tied to ads, substantiation, and review controls. ²

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

Step 1: Define “advertisement” inventory and ownership

1. Inventory channels where advertisements appear (website CMS, PDF library, email campaigns, social, RFP tool, client portal).
2. Assign a business owner per channel (Marketing, Investor Relations, Client Service) and a compliance owner for approval.
3. Declare the “system of record” for final approved content (one repository). If content lives in many tools, you still need one authoritative archive. ¹

Deliverable: Advertising channel register with owners and publishing paths.

Step 2: Build a claim taxonomy you can police

Create a simple claim checklist your reviewers can apply quickly:

• Factual firm claims: AUM statements, years in business, number of professionals, credentials.
• Strategy claims: “downside protection,” “low volatility,” “capital preservation.”
• Process claims: “systematic risk management,” “proprietary screens,” “ESG integration.”
• Comparative/superlative claims: “best,” “leading,” “top-tier,” “unique,” “only.”
• Risk and limitation statements: drawdowns, concentration, liquidity, model risk.

Rule of thumb: if a prospect could rely on it to decide to hire you, treat it as material and require substantiation. ¹

Deliverable: Claim checklist embedded in your review workflow.

Step 3: Require claim-by-claim substantiation before dissemination

Implement a substantiation package that is linked to the final version of each advertisement:

1. Extract claims from the draft into a “Claims & Support” table.
2. Map each claim to evidence (internal reports, audited financials, policies, third-party data licenses, methodology docs).
3. Document assumptions and definitions (what does “downside capture” mean in your materials; what benchmark; what period).
4. Confirm disclosures address necessary qualifiers (limits, exceptions, time periods, data sources). ¹

Practical control: Pre-dissemination compliance approval with explicit claim-by-claim substantiation references. This creates a defensible record that the claim was reviewed and supportable when published. ¹

Deliverable: Completed Claims & Support table attached to approval ticket.

Step 4: Enforce version control and immutable archiving

False-statement risk often becomes a recordkeeping failure: you cannot prove what was actually sent.

Implement:

1. Final-content lock: once approved, assign a unique ID/version and freeze the approved PDF, web snapshot, or post text.
2. Immutable archive: store the final disseminated communication, approvals, and the exact disclosure version that accompanied it. ¹
3. Change control: any edit after approval triggers re-review.

Practical control: Maintain immutable archives of final disseminated communications, approval records, and linked disclosure versions. ¹

Deliverables: Archive folder structure, retention schedule, and retrieval procedure tested by Compliance.

Step 5: Monitor cross-channel consistency (drift control)

Even with good pre-approval, drift happens:

• Website gets updated without re-review.
• A sales team reuses old slides.
• Social captions paraphrase and change meaning.
• RFP responses copy/paste stale claims.

Run periodic cross-channel sampling to compare the same claim across channels and confirm disclosures match. Log findings and remediation. ¹

Practical control: Run periodic cross-channel sampling to detect inconsistent claims, disclosures, or risk language and log remediation. ¹

Deliverable: Sampling log, issues tracker, and evidence of fixes.

Step 6: Train the “publishers,” including third parties

Train the teams that can cause dissemination:

• Marketing and IR
• Client service and sales
• Portfolio team members who post commentary
• External third parties drafting or posting on your behalf

Training focus: what counts as a claim, when to escalate to Compliance, and “no evidence, no publish.” Tie training to the exact workflow they must follow. ¹

Required evidence and artifacts to retain

Maintain an exam-ready packet per advertisement (or campaign):

Artifact	What it proves	Where teams fail
Final disseminated version (PDF/web snapshot/post text)	What clients actually received	Only keeping drafts, not finals
Approval record (who/when)	Pre-dissemination review occurred	Approvals in email threads
Claims & Support table	Substantiation exists for each material claim	Support stored “somewhere” but not mapped
Supporting evidence (reports, calculations, methodologies)	Claim truthfulness at publication time	Evidence updated later, not preserved
Disclosure text/version	Qualifiers were provided with the claim	Disclosures stored separately and drift
Remediation log (if corrected)	You detected and fixed issues	Fixes made silently without documentation

A tooling note: Daydream can serve as the workflow and system-of-record for claim substantiation, approvals, and immutable archiving across channels, which reduces the “we can’t find it” failure mode in exams.

Common exam/audit questions and hangups

Expect requests aligned to Marketing Rule focus. ²

Common asks:

• Provide a list of all advertisements disseminated during the review period and where they appeared.
• Show your marketing review policy and evidence of operation (tickets, approvals).
• For a sample of ads, produce substantiation for specific claims and the final disseminated versions.
• Explain how you control website updates and social posting.
• Show how you identify and correct misleading content after publication.

Hangups that slow teams down:

• No central index of ads.
• Evidence exists but is not tied to the final version.
• Different channels use different disclaimers for the same claim.

Frequent implementation mistakes (and how to avoid them)

1. Approving “concepts” instead of final copy.
   Fix: require approval on the final rendered output (PDF export, web snapshot, final post text). ¹

2. Treating disclosures as generic boilerplate.
   Fix: disclosures must match the specific claim, timeframe, and data source in that ad. Store the disclosure version with the ad archive. ¹

3. Letting RFP/DDQ content bypass marketing controls.
   Fix: treat solicitation responses as ad content when used to win clients; route through the same claim substantiation workflow. ¹

4. Channel inconsistency (website vs deck vs social).
   Fix: run cross-channel sampling and maintain a “golden claims library” that teams must pull from, with pre-approved language and required qualifiers. ¹

Enforcement context and risk implications (what to tell leadership)

You do not need an intent to mislead for the risk to be real; the rule frames false or misleading ads as fraudulent, deceptive, or manipulative acts under Section 206(4). ¹ Pair that with stated exam focus on the Marketing Rule, and the risk becomes predictable: if you cannot substantiate and reproduce what was disseminated, you can expect negative exam outcomes, required remediation, and reputational exposure. ²

A practical 30/60/90-day execution plan

First 30 days: stop the bleeding

• Stand up a single intake path for ad review (ticketing/workflow).
• Freeze and inventory the highest-risk channels (website performance pages, pitch decks, RFP templates).
• Publish a one-page “claims require support” standard and escalation rule for Marketing/IR. ¹

By 60 days: make it repeatable

• Implement the Claims & Support table and make it mandatory for approval.
• Create an archive structure for final disseminated versions plus disclosures and approvals.
• Run the first cross-channel sampling; log and remediate mismatches. ¹

By 90 days: make it auditable

• Add targeted training for publishers and third-party contributors.
• Perform an internal “mock exam” retrieval test: pick a sample of ads and produce full substantiation packets quickly.
• Tune controls based on findings (common unsupported claim types, recurring drift sources). ²

Frequently Asked Questions

Does this requirement apply only to obviously promotional materials like a brochure?

It applies to any communication that qualifies as an “advertisement” under the Marketing Rule, and the prohibition is broad: no untrue material facts and nothing otherwise false or misleading. ¹

What’s the difference between “untrue” and “misleading” in the SEC’s framing?

“Untrue” is a false material fact. “Misleading” captures communications that create an inaccurate overall impression, including through omissions or inconsistent context. ¹

What level of substantiation is expected for marketing claims?

Keep evidence that would let you explain the claim, its inputs, and its limitations as of the publication date, tied directly to the final disseminated version. If support is weak or ambiguous, narrow the claim or add clear qualifiers. ¹

How do we control website edits made by a third party (web agency or consultant)?

Put the site behind change control: no production changes without a compliance-reviewed ticket, and archive the pre- and post-change snapshots with approvals. Treat the agency as a third party that must follow your dissemination rules. ¹

Can we rely on “standard disclosures” to cure a potentially misleading statement?

Disclosures help only if they are specific to the claim and delivered with the communication. A generic disclaimer stored elsewhere will not fix an ad that reads misleading on its face. ¹

What should we do if we discover an ad in the wild that has an unsupported or inaccurate claim?

Pull or correct it promptly, document the issue, document the fix, and preserve the original disseminated version and remediation record. Then add a control to prevent recurrence, usually tighter version control and cross-channel sampling. ¹

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