UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

INVESTMENT ADVISERS ACT OF 1940

Release No. 6589 / April 12, 2024

ADMINISTRATIVE PROCEEDING

File No. 3-21912

In the Matter of

BRADESCO GLOBAL 

ADVISORS INC.

Respondent.

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS, 

PURSUANT TO SECTIONS 203(e) AND 

203(k) OF THE INVESTMENT ADVISERS 

ACT OF 1940, MAKING FINDINGS, AND 

IMPOSING REMEDIAL SANCTIONS AND 

A CEASE-AND-DESIST ORDER

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 

(“Advisers Act”) against Bradesco Global Advisors Inc. (“Bradesco” or “Respondent”).

II.

In anticipation of the institution of these proceedings, Respondent submitted an Offer of 

Settlement (the “Offer”) which the Commission has determined to accept. Solely for the purpose 

of these proceedings and any other proceedings brought by or on behalf of the Commission, or to 

which the Commission is a party, and without admitting or denying the findings herein, except as 

to the Commission’s jurisdiction over it and the subject matter of these proceedings, which are 

admitted, Respondent consents to the entry of this Order Instituting Administrative and Cease-andDesist Proceedings, Pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, 

Making Findings, and Imposing Remedial Sanctions and a Cease-and-Desist Order (“Order”), as set 

forth below.
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III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that:

Summary

1. This matter involves failures by Bradesco, a registered investment adviser, to 

comply with amendments to Advisers Act Rule 206(4)-1 that the Commission adopted in 

December 2020 (the “Amended Marketing Rule”). From November 4, 2022, the compliance 

deadline for the Amended Marketing Rule, through June 8, 2023 (the “Relevant Period”), 

Bradesco advertised hypothetical performance on its public website without adopting and 

implementing policies and procedures reasonably designed to ensure that the hypothetical 

performance was relevant to the likely financial situation and investment objectives of the intended 

audience. As a result, Bradesco violated Section 206(4) of the Advisers Act and Rule 206(4)-1(d) 

thereunder.

Respondent

2. Respondent Bradesco is a Florida corporation with its principal place of business in 

Coral Gables, Florida. Bradesco has been registered with the Commission as an investment 

adviser since March 28, 2022. In its Form ADV dated January 16, 2024, Bradesco reported that it 

had approximately $200 million in regulatory assets under management.

Facts

3. On December 22, 2020, the Commission adopted significant amendments to 

Advisers Act Rule 206(4)-1, which governs marketing by Commission-registered investment 

advisers. See Investment Adviser Marketing, Release No. IA-5653 (Dec. 22, 2020) (effective May 

4, 2021) (“Adopting Release”). The Commission set a deadline of November 4, 2022, eighteen 

months after the amendments’ effective date of May 4, 2021, for registered investment advisers to 

come into compliance with the Amended Marketing Rule. See id. at 252.

4. Under the Amended Marketing Rule, registered investment advisers are prohibited 

from including any hypothetical performance in their advertisements unless, among other things, 

the adviser “[a]dopts and implements policies and procedures reasonably designed to ensure that 

the performance is relevant to the likely financial situation and investment objectives of the 

intended audience of the advertisement.” See Advisers Act Rule 206(4)-1(d)(6)(i).

5. In adopting this requirement, the Commission observed that:

We believe that advisers generally would not be able to include hypothetical performance 

in advertisements directed to a mass audience or intended for general circulation. In that 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not binding on any 

other person or entity in this or any other proceeding.
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case, because the advertisement would be available to mass audiences, an adviser generally 

could not form any expectations about their financial situation or investment objectives.

Adopting Release at 220.

6. The Amended Marketing Rule defines an “advertisement,” in pertinent part, to 

include “[a]ny direct or indirect communication an investment adviser makes ... to one or more 

persons if the communication includes hypothetical performance, that offers the investment 

adviser’s investment advisory services with regard to securities to prospective clients ... or offers 

new investment advisory services with regard to securities to current clients.” Advisers Act Rule 

206(4)-1(e)(1). “Hypothetical performance” is defined as “performance results that were not 

actually achieved by any portfolio of the investment adviser” and includes, but is not limited to:

• Performance derived from model portfolios;

• Performance that is backtested by the application of a strategy to data from prior 

time periods when the strategy was not actually used during those time periods; and

• Targeted or projected performance returns with respect to any portfolio or to the 

investment advisory services with regard to securities offered in the advertisement.

See Advisers Act Rule 206(4)-1(e)(8).

7. During the Relevant Period, Bradesco published communications on its public 

website at https://www.bradescoinvest.us/portfolios that constituted “advertisements” because they 

offered Bradesco’s investment advisory services with regard to securities to prospective clients and 

offered new investment advisory services with regard to securities to current clients. The 

advertisements included hypothetical performance that consisted of performance derived from 

model portfolios. The advertisements on the website were disseminated to the general public 

rather than to a particular intended audience.

8. While advertising hypothetical performance during the Relevant Period, Bradesco

failed to adopt and implement policies and procedures reasonably designed to ensure that the 

performance was relevant to the likely financial situation and investment objectives of the intended 

audience. As a result of these failures, Bradesco disseminated hypothetical performance in 

advertisements to a mass audience rather than presenting hypothetical performance relevant to the 

likely financial situation and investment objectives of the intended audience.

9. On June 8, 2023, Bradesco removed the advertisements containing hypothetical 

performance from its public website prior to being contacted by the staff in this matter.
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Violations

10. As a result of the conduct described above, Bradesco willfully2 violated Section 

206(4) of the Advisers Act and Rule 206(4)-1(d) thereunder.

Bradesco’s Remedial Efforts

11. In determining to accept the Offer, the Commission considered remedial acts 

promptly undertaken by Respondent, including those described in paragraph 9.

Undertakings

12. Respondent has undertaken to:

a. Within 30 days of the entry of this Order, to the extent Respondent plans to 

disseminate advertisements that contain hypothetical performance, evaluate, update, and 

review for the effectiveness of their implementation, Respondent’s policies and procedures 

concerning advertisements that include hypothetical performance to ensure that 

Respondent’s policies and procedures are reasonably designed to ensure that the 

hypothetical performance is relevant to the likely financial situation and investment 

objectives of the intended audience of the advertisement.

b. Within 40 days of the entry of this Order, certify, in writing, compliance 

with the undertakings ordered pursuant to Section IV.C. below. The certification shall 

identify the undertaking(s), provide written evidence of compliance in the form of a 

narrative, and be supported by exhibits sufficient to demonstrate compliance. The 

certification and supporting material shall be submitted to Brianna Ripa, Assistant Director, 

Asset Management Unit, Securities and Exchange Commission, 100 F Street, NE, 

Washington, DC 20549, or such other address as the Commission may provide, with a copy 

to the Office of Chief Counsel of the Division of Enforcement, Securities and Exchange 

Commission, 100 F Street, NE, Washington, DC 20549.

c. For good cause shown, the Commission staff may extend any of the 

procedural dates relating to these undertakings. Deadlines for procedural dates shall be 

2

“Willfully,” for purposes of imposing relief under Section 203(e) of the Advisers Act, “‘means no more 

than that the person charged with the duty knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 

414 (D.C. Cir. 2000) (quoting Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)). There is no 

requirement that the actor “also be aware that he is violating one of the Rules or Acts.” Tager v. SEC, 

344 F.2d 5, 8 (2d Cir. 1965). The decision in The Robare Group, Ltd. v. SEC, which construed the term 

“willfully” for purposes of a differently structured statutory provision, does not alter that standard. 922 

F.3d 468, 478-79 (D.C. Cir. 2019) (setting forth the showing required to establish that a person has 

“willfully omit[ted]” material information from a required disclosure in violation of Section 207 of the 

Advisers Act).
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counted in calendar days, except that if the last day falls on a weekend or federal holiday, 

the next business day shall be considered the last day.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanctions agreed to in Respondent Bradesco’s Offer.

Accordingly, pursuant to Sections 203(e) and 203(k) of the Advisers Act, it is hereby 

ORDERED that:

A. Respondent cease and desist from committing or causing any violations and any 

future violations of Section 206(4) of the Advisers Act and Rule 206(4)-1 thereunder.

B. Respondent is censured.

C. Respondent shall comply with the undertakings enumerated in Section III, 

paragraphs 12.a and 12.b above.

D. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $20,000 to the Commission for transfer to the general fund of the United 

States Treasury, subject to the Securities Exchange Act of 1934 Section 21F(g)(3). If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. Payment must 

be made in one of the following ways:

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request.

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ ofm.htm; or

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:

Enterprise Services Center

Account Receivable Branch

HQ Bldg., Room 181, AMZ-341

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Bradesco as a Respondent in these proceedings, and the file number of the proceedings; a copy of 

the cover letter and check or money order must be sent to Brianna Ripa, Assistant Director, Asset 

Management Unit, Securities and Exchange Commission, 100 F Street NE, Washington, DC 

20549, or such other address as the Commission staff may provide. 
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E. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes. To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor

Action, it shall not argue that it is entitled to, nor shall it benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”). If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that it shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission’s counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission. Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding. For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding.

By the Commission.

Vanessa A. Countryman

Secretary