DOB: Banco Espirito Consent Order

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IN THE MATTER OF:

BANCO ESPÍRITO SANTO S.A. 
  
ESPÍRITO SANTO e COMERCIAL
de LISBOA, INC.
 


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CONSENT ORDER

No. CO-10-7774-S

I. PRELIMINARY STATEMENT

WHEREAS, the Banking Commissioner (the “Commissioner”) is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act (the “Act”) and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act (the “Regulations”);
 
WHEREAS, Banco Espírito Santo S.A. (“BES”) is a commercial bank headquartered in Lisbon, Portugal.  BES is the principal subsidiary of Espírito Santo Financial Group (“ESFG”), a Luxembourg-based company that owns the financial services-based business of the broader Espírito Santo Group.  BES is not presently, nor has it ever been registered as a broker-dealer or as an investment adviser under the Act;
 
WHEREAS, Espírito Santo e Comercial de Lisboa, Inc. (“ESCLINC”) is a New Jersey corporation and a wholly-owned subsidiary of BES.  ESCLINC has been licensed as a money transmitter in Connecticut since August 27, 1997 and maintains an office at 1118 Madison Avenue, Bridgeport, Connecticut 06606.  At various times prior to 2009, ESCLINC’s activities included serving as a point of contact for certain BES customers located in the United States with respect to the banking and investment activities of those customers.  ESCLINC is not presently, nor has it ever been registered as a broker-dealer or as an investment adviser under the Act;
 
WHEREAS, in or about 2009, BES notified the Securities and Business Investments Division (the “Division”) of the State of Connecticut Department of Banking and the Connecticut Insurance Department that certain transactions effected by BES and its affiliates failed to comply with applicable state and federal laws.  BES self-reported that certain of its employees and employees of its affiliates offered and sold certain unregistered and/or non-exempt securities and provided investment advice to Connecticut residents and various other states absent compliance with applicable securities registration and licensing requirements;
 
WHEREAS, BES advised Connecticut regulators that it had engaged an outside law firm (“Outside Counsel”) to conduct an internal investigation to 1) assess what types of investment products BES and/or its affiliates had sold to U.S. customers and the means by which such products were sold; 2) review whether those activities violated applicable federal and states securities laws and regulations; 3) determine the number of affected U.S. customers as well as the nature of the securities and other investment products involved; and 4) determine whether such U.S. customers were entitled to any compensation for related investment losses;
 
WHEREAS, BES communicated to Connecticut regulators that Outside Counsel had concluded that BES and/or certain of its affiliates, including ESCLINC, had failed to comply with applicable federal and state requirements relating to 1) the registration of securities offered and sold to Connecticut residents; 2) broker-dealer registration requirements; and 3) investment adviser registration requirements;
 
WHEREAS, the Commissioner, through the Division, conducted a follow-up investigation pursuant to Section 36b-26(a) of the Act into the activities of BES, ESCLINC and their affiliates, to determine whether they, or any of them, had violated, were violating or were about to violate any provisions of the Act or Regulations and to assess the information self-reported by BES;
 
WHEREAS, BES and ESCLINC have cooperated with the Division by responding to inquiries, providing documentary evidence and other materials, and providing the Division with access to facts relating to the investigation;
 
WHEREAS, in resolution of the matters described herein, BES has represented to the Division that it will offer rescission to Connecticut customers for losses sustained as a result of the violations of the Act articulated in the report by Outside Counsel, as set forth in more detail in this Consent Order;
 
WHEREAS, Section 36b-27(a) of the Act authorizes the Commissioner to order any person who has violated, is violating or is about to violate any provision of the Act or any regulation, rule or order adopted or issued under the Act to cease and desist from such violation;
 
WHEREAS, Section 36b-27(d) of the Act authorizes the Commissioner to impose a fine of up to One Hundred Thousand Dollars ($100,000) per violation against any person who has violated any provision of the Act or any regulation, rule or order adopted or issued under the Act;
 
WHEREAS, Section 36b-31(a) of the Act provides, in relevant part, that “[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-34, inclusive”;
 
WHEREAS, Section 36b-31(b) of the Act provides, in relevant part, that “[n]o . . . order may be made . . . unless the commissioner finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of sections 36b-2 to 36b-34, inclusive”;
 
WHEREAS, an administrative proceeding initiated under Section 36b-27 of the Act would constitute a “contested case” within the meaning of Section 4-166(2) of the Connecticut General Statutes;
 
WHEREAS, Section 4-177(c) of the General Statutes of Connecticut and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by consent order, unless precluded by law;

II. CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, BES and ESCLINC, through their execution of this Consent Order, each voluntarily waive the following rights with respect to this Consent Order:

1.
To be afforded notice and an opportunity for a hearing within the meaning of Sections 36b-27(a) and 36b-27(d)(2) of the Act and Section 4-177(a) of the Connecticut General Statutes;
2.
To present evidence and argument and to otherwise avail themselves of Sections 36b-27(a) and 36b-27(d)(2) of the Act and Section 4-177c(a) of the Connecticut General Statutes;
3. To present their respective positions in a hearing in which each is represented by counsel;
4. To have a written record of the hearing made and a written decision issued by a hearing officer; and
5. To seek judicial review of, or otherwise challenge or contest the matters described herein, including the validity of this Consent Order;

NOW THEREFORE, the Commissioner hereby enters this Consent Order.

III. JURISDICTION AND CONSENT TO ENTRY OF CONSENT ORDER

BES and ESCLINC admit the jurisdiction of the Commissioner, neither admit nor deny the Findings of Fact and Conclusions of Law contained in this Consent Order, and consent to the entry of this Consent Order by the Commissioner.

IV. FINDINGS OF FACT

The Business of Banco Espírito Santo S.A.

1. BES is a commercial bank headquartered in Lisbon, Portugal with a large network of branches.  BES is listed on the Euronext Stock Exchange.
2. BES is the principal subsidiary of Espírito Santo Financial Group (“ESFG”), a Luxembourg-based holding company for the financial services-based business of the broader Espírito Santo Group.  ESFG is a diversified financial services group that engages in a wide range of banking and insurance activities throughout the world through its subsidiaries, which are primarily located in Portugal.
3. BES is authorized by the Portuguese authorities, central banks and other regulatory authorities to operate in Portugal and in those countries where its international branches are located.
4. BES has a network of more than 700 branches throughout Portugal, a branch in Madeira, international branches in London, Madrid, New York, Nassau, the Cayman Islands and Cape Verde, and 12 overseas representative offices.
5. BES does not have a U.S. representative office and the activities of its New York branch are limited to wholesale banking services.
6. Although BES has a New York branch, and BES’ affiliates have various other U.S. operations, including a bank and a broker-dealer, none of those U.S. operations were involved in the activities that are the subject of this Consent Order.
7. BES and its affiliates offered products to their customer base, including a number of products that would be classified as securities under the Act.
8. Such securities included:  (1) stocks and other similar equity securities; (2) bonds and other similar debt securities, including those issued by BES and its affiliates; (3) Portuguese tax-advantaged retirement products known as Planos Poupanca Reformas (“PPRs”) that are linked to the performance of a specified index or basket of securities or other securities-based benchmark; (4) guaranteed interest rate products (“GIRPs”) that are linked to the performance of a specified index or basket of securities or other securities-based benchmark; (5) interests in Portuguese mutual funds; and (6) discretionary portfolio management accounts known as Gestao Discretionaria de Carteiras accounts (“GDCs”).
9. The securities identified in the previous paragraph, including the PPRs, GDCs and Portuguese mutual funds, were not, if and when so required, registered under Section 36b-16 of the Act, and they were not marketed and sold in this state through any broker-dealer registered under the Act.

The Business Activities of BES in Connecticut

10.
BES primarily used five (5) points of contact to reach U.S. customers.  These included the ES Contact Center in Lisbon, representatives at branches of BES in Portugal and the island of Madeira, direct mailings from Portugal, U.S. relationship managers based outside of the U.S. who visited the U.S. and the ESCLINC offices in the U.S., including the ESCLINC office in Bridgeport, Connecticut.
11. BES is a 41.7% indirect owner of ES Contact Center, which BES uses as a customer call center.  BES’ ownership interest in the ES Contact Center is indirect in that the interest is held by BES’ wholly owned subsidiary, ES Tech Ventures.
12.
The ES Contact Center provides services to BES, and other corporate clients, pursuant to a contractual arrangement. The ES Contact Center handles account-related inquiries and requests for all BES customers worldwide. Until October 2009, the ES Contact Center had two representatives dedicated to receiving and making calls to and from U.S. customers.
13. BES, through its ES Contact Center in Portugal and through ESCLINC, solicited American account holders to invest in securities.
14. Connecticut customers were contacted via telephone calls initiated by the ES Contact Center, which sought to inform them that certain of their BES banking investments, such as certificates of deposit, were maturing.
15.
Other times, Connecticut customers that had received either telephone calls from the ES Contact Center or other direct mailings from BES, visited the Bridgeport, Connecticut ESCLINC office, where an ESCLINC representative also assisted in, where applicable, processing orders for the sale of the securities described above.
16. Although BES was authorized to perform such activities under applicable Portuguese law, at all relevant times, BES and its agents and employees of the ES Contact Center and ESCLINC were not registered in the U.S. as either broker-dealer agents or as investment adviser agents with any duly registered firms.  Furthermore, BES was not registered as either a broker-dealer or as an investment adviser in the U.S.

BES’ Sales Organization

i. ES Contact Center

17. One avenue through which BES personnel sold securities products to U.S. customers from within Portugal, was the ES Contact Center. The Departmento de Gestores de Relacao a Distancia (i.e., the Remote Relationships Department) (hereinafter the “GRD Department”) of the ES Contact Center was tasked with communicating telephonically with BES’ customers resident outside of Portugal.
18. The representatives in the GRD Department were typically dedicated to customers from specific countries.  Prior to October 2009, there were two representatives dedicated to receiving and making calls to and from U.S. customers.
19. Most of the conversations between the ES Contact Center representatives and U.S. customers were in Portuguese, and ES Contact Center representatives who interfaced with U.S. customers received on average approximately 5-6 calls per day from the U.S.
20. The U.S dedicated representatives were responsible, among other things, for initiating telephone calls to U.S. customers to alert them of maturing investments.
21. During these phone calls, the ES Contact Center representatives would inform U.S. customers of available financial products in which they could reinvest their funds.
22. The products that the representatives identified came from BES’ standard retail offering, a list of products that were offered to all BES retail customers, which included traditional deposit accounts, demand and term deposits, savings accounts, certificates of deposit, Portuguese mutual funds, GDCs and PPRs.

ii. ESCLINC

23. ESCLINC began its U.S., operations in New Jersey as a licensed money transfer company in 1983 and provided money remitter services to the Portuguese immigrant community living in the United States.
24. Over time, ESCLINC expanded its base to include offices in Bridgeport, Connecticut and Rhode Island.
25. Over the course of time, ESCLINC’s role vis a vis U.S. customers expanded from providing money remitting services to assisting BES customers with additional administrative functions such as processing securities transactions.
26. U.S. customers, in some instances, filed complaints with BES that ESCLINC representatives made material misrepresentations concerning the purchase or sale of securities.  Some U.S. investors alleged they were told their investments were guaranteed or would not lose value.
27. BES engaged Outside Counsel to conduct an internal investigation relating to BES’ activities concerning current, former and prospective customers resident in the United States.  In response, Outside Counsel prepared an Investigation Report which was provided to the Division.
28. While the Investigation Report could not substantiate the allegations of these alleged material misrepresentations, it did determine that BES could not demonstrate that it had adequately explained the nature of these securities and the potential risk of loss to the customers.
29. The Investigation Report determined that the likely failures on BES’ part to comply with U.S. securities statutes and regulations appeared to have occurred out of ignorance of U.S. laws and/or incorrect beliefs about the reach of U.S. laws.
30. The results of an internal investigation commissioned by BES regarding the bank’s business practices in the U.S. concluded that as many as five hundred and thirty (530) customers with a Connecticut address had purchased securities from BES.
31. The internal investigation noted the following examples of securities (and/or other products likely constituting securities) in the accounts of U.S. customers:  (1) stocks and other similar equity securities; (2) bonds and other similar debt securities, including those issued by BES and its affiliates; (3) PPRs that are linked to the performance of a specified index or basket of securities or other securities-based benchmark; (4) GIRPs that are linked to the performance of a specified index or basket of securities or other securities-based benchmark; (5) interests in Portuguese mutual funds; and (6) GDCs.
32. The internal investigation found that since November 1, 2004, there were approximately 3,800 U.S. customers with securities positions in the investment vehicles noted in paragraph 31 above.

Complaints from BES’ U.S. Customers Concerning the
Offer and/or Sale of Securities

i. BES’ Internal Structure for Processing Customer Complaints

33. During the course of the internal investigation, BES discovered that certain U.S. customers had complained regarding the securities in their accounts.  Certain of these complaints alleged that BES personnel made false or misleading statements and/or sold unsuitable securities to BES customers.
34. BES’ Quality Service Department (“QSD”) is based in Lisbon and is the central repository for complaints made by BES Customers.  QSD is staffed with approximately thirty-six (36) employees, and is also responsible for developing protocols and procedures for customer service.  QSD logs BES customer complaints and also coordinates BES’ response to customer complaints.
35. With the exception of certain easily resolvable complaints that could be handled without the involvement of QSD, customer complaints received by BES representatives and entities - including but not limited to, BES’ branches, the ES Contact Center, ESCLINC and the U.S. relationship managers – were forwarded to QSD for review and resolution.
36. QSD maintains an electronic database of all complaints received.  The database can be searched by, inter alia, name and residence address.  A separate hardcopy file is also kept for each complaint.
37. QSD reviews each complaint, determines whether BES was at fault and, if appropriate, assesses the cost to resolve the complaint.  To facilitate the review and resolution of customer complaints, QSD consults with the relevant BES employees and departments that communicated with the customer prior to the filing of the complaint to determine whether they may have knowledge of the matters discussed in the customer complaint.
38. Typically, upon reaching the appropriate determination as to resolution of the complaint, QSD contacts the customer (usually by letter) with an explanation of the review and, if appropriate, the proposed remedy.  To the extent that QSD decides that the complaint has no merit, a letter is sent explaining why BES is unable to take further action on the complaint.
39. Alternatively, if QSD determines that a particular complaint has merit, it is authorized to resolve low-value claims without the intermediation of BES management.  Resolutions above a nominal amount must be authorized by a branch level manager or other senior executive, while resolutions of complaints that involve significant payments - generally around one hundred thousand dollars ($100,000) level - require authorization by BES’ senior management.

ii. Complaints by U.S. Customers

40. As part of BES’ internal investigation, it reviewed U.S. customer complaints dating back to 2004.  Several of the complaints involved allegations that BES personnel made misrepresentations in connection with the purchase and/or sale of securities or insurance products or the alleged unauthorized sale of such products.

BES Self-Reports Potential Violative Conduct to U.S. Regulatory Authorities

41. As noted previously in this Consent Order, in October 2009 BES engaged Outside Counsel to conduct an internal investigation relating to BES’ activities concerning current, former and prospective customers resident in the United States.
42. Among other things, BES asked the Outside Counsel to review the bank’s general interactions with U.S. customers and was directed by BES’ senior management to review whether those activities violated applicable federal and state securities laws and regulations.  BES requested that Outside Counsel then determine the number of potentially affected U.S. customers and whether those U.S. customers were entitled to any compensation for investment losses.  At that time, BES senior management also directed that any and all activities that failed to comply with U.S. law must cease immediately.
43. On or about; May 17, 2010, Outside Counsel completed its internal investigation.
44. In 2010, Outside Counsel, on behalf of BES, contacted the Division and voluntarily reported the results of its internal investigation and informed the Division that BES’ unregistered securities activities, including the offer and sale of unregistered securities by unregistered agents, included approximately five hundred and thirty (530) Connecticut residents who had accounts with BES.

V. CONCLUSIONS OF LAW

1. The Commissioner has jurisdiction over this matter pursuant to the Act.
2.
As described in the Findings of Fact above, BES and its affiliates violated Section 36-6(a) of the Act by effecting transactions in securities for Connecticut residents absent registration as a broker-dealer.
3. BES and its affiliates violated Section 36b-6(a)(1) of the Act by employing unregistered agents.
4. BES and/or its affiliates violated Section 36b-6(d) of the Act by transacting business from an unregistered broker-dealer branch office located at 1118 Madison Avenue in Bridgeport, Connecticut.
5.
ESCLINC violated Section 36b-6(c) of the Act by rendering investment advice for compensation absent registration as an investment adviser under the Act.
6. BES and its affiliates violated Section 36b-16 of the Act by offering and selling unregistered nonexempt securities to Connecticut customers.
7. The Commissioner finds that the entry of this Consent Order and the following relief are necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act.

VI. CONSENT ORDER

On the basis of the Findings of Fact, Conclusions of Law, and the consent of BES and ESCLINC to the entry of this Consent Order,

IT IS HEREBY ORDERED THAT:

1.
Entry of this Consent Order concludes the investigation by the Division and any other action that the Commissioner could commence under the Act against BES and its affiliates, including ESCLINC, relating to the matters described herein; provided, however, that excluded from and not covered by this paragraph are any claims by the Commissioner arising from or relating to violations of the provisions contained in this Consent Order;
2. BES, ESCLINC, their affiliates, representatives, agents, assigns, successors in interest and those persons in active concert or participation with them shall CEASE AND DESIST from violating the Act or any regulation or order under the Act;
3. No later than the date this Consent Order is entered by the Commissioner, BES shall remit to the Department of Banking by certified or cashier’s check made payable to “Treasurer, State of Connecticut”, the sum of two thousand five hundred dollars ($2,500) as an administrative fine;
4.

BES shall offer all eligible Connecticut customers (“Connecticut Eligible Customers”) rescission consistent with Section 36b-29 of the Act and this paragraph.  Such offer of rescission shall be made and redemptions and/or reimbursements shall be carried out in a manner not unacceptable to the Division Director.  The terms of the offer shall include, but not be limited to, the following:

a)   
On or before March 7, 2011, BES shall have identified all Connecticut Eligible Customers who, on or after November 1, 2004, held a security that was sold by or through BES in violation of applicable law by compiling a list of such Connecticut Eligible Customers (the “List”).  The List will contain all necessary contact information  for the Connecticut Eligible Customers including, but not limited to, name, last known  address, telephone number(s), e-mail address (if applicable) and, with the respect to the security held, the name of the security, the amount held, and the dates and prices of  purchases and dispositions.
b)
The securities that are subject to the rescission offer are:  (1) stocks and other similar equity securities; (2) bonds and other similar debt securities, including those issued by BES and its affiliates; (3) PPRs that are linked to the performance of a specified index or basket of  securities or other securities-based benchmark; (4) GIRPs that are linked to the performance of a specified index or basket of securities or other securities-based benchmark; (5) interests in Portuguese mutual funds; and (6) GDCs.
c) Valuation of investment positions and statutory interest shall be calculated as of September 30, 2010.
d) Upon completion of compilation of the List, BES shall confirm in writing to the Division Director that a complete list of Connecticut Eligible Customers has been completed.  BES shall make the List available to the Comissao do Valores Mobiliarios (“CMVM”), and the Division may obtain the List through appropriate means.
e) To the extent that present addresses for Connecticut Eligible Customers are not known, BES shall make all reasonable efforts to identify a valid location for the affected Connecticut Eligible Customers so that actual notice of the offer may be received.  In the event that a valid present address cannot be confirmed for any Connecticut Eligible Customer, BES shall notify the Division Director promptly. Upon securing an accurate forwarding address of such customers, BES shall provide the offer of rescission, consistent with terms set forth herein, which offer shall remain open for 30 days after confirmed receipt by the customer.
f) On or by March 18, 2011, BES shall have sent, via certified mail or similar means designed to ensure confirmation of receipt, to Connecticut Eligible Customers an offer of rescission, consistent with Section 36b-29 of the Act, which shall remain open for 30 days. The language of the offer notice shall be in both Portuguese and English.  In addition, the proposed language of the offer shall be forwarded to the Division prior to use and shall be in a form that is not unacceptable to the Division Director. The offer of rescission package shall also include an acceptance/rejection form, along with a self-addressed  stamped envelope, for completion by the customer.  The acceptance/rejection form shall be set out in a manner not unacceptable to the Division.
g) BES shall maintain a log of all certified mail or similar confirmations, as well as any other communications with Connecticut Eligible Customers.  BES shall also keep a record of all acceptances and rejections of the rescission offer. BES shall make such information available to the CMVM and the Division may obtain such information through appropriate means.
h) A running tally of the number of all acceptances and rejections shall be available to the Division upon its request.
i) To assist in the processing of Connecticut Eligible Customers’ inquiries following the publication of the offer of rescission, BES shall establish and maintain a toll free telephone line. Any scripts, summaries and/or notes created by BES that will be used to assist operators in responding to Connecticut Eligible Customers’ inquiries shall be forwarded to the Division prior to use and shall be in a form not unacceptable to the Division.
j) To the extent that formal acceptances of BES’ offer of rescission are not received within 21 days of the original notice mail date, BES shall send a reminder notice, via certified mail or similar means designed to ensure confirmation of receipt, to such Connecticut Eligible Customers.  The language of the reminder notice shall be written in both Portuguese and English and shall be provided to the Division prior to its use and shall not be in a form that is unacceptable to the Division.
k) While BES’ obligation to offer rescission shall remain open for a finite period of time to and including May 9, 2011, BES shall make reasonable best efforts to resolve any late acceptances, which may have occurred as a result of ineffective language translation,late receipt of offer notice(s) or other reasonable grounds which resulted in the Connecticut Eligible Customer’s delayed response, in a manner consistent with the wishes of the Connecticut Eligible Customer.
l) If BES does not receive a response from a Connecticut Eligible Customer by May 9, 2011, BES will proceed on the basis that it has received consent from that Connecticut Eligible Customer and will proceed with the repurchase of all of the securities of that Connecticut Eligible Customer, including redemption of any PPRs that are linked to the performance of a specified index or basket of securities or other securities based benchmark.
m) Upon acceptance by the Connecticut Eligible Customer in writing, BES shall complete the rescission within 30 days of such acceptance by: (A) mailing a bank check via registered mail to the Connecticut Eligible Customer at a valid present address; or (B) electronic transfer of funds to the Connecticut Eligible Investor’s BES account; or (C) electronic transfer of funds to an alternative bank account at BES or another bank in the Connecticut Eligible Investor’s name.  To the extent a relevant account has more than one account holder, BES may hold a check in escrow until it receives proper instructions from all such account holders, including the Connecticut Eligible Investor, which have or have had, as applicable, authority over the relevant account under applicable law.

NOW THEREFORE, the Commissioner enters the following:

1. The Findings of Fact, Conclusions of Law and Consent Order set forth above, be and are hereby entered;
2. Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement action against BES, ESCLINC, their affiliates and successors in interest based upon a violation of this Consent Order or the matters underlying its entry, if the Commissioner determines that compliance with the terms herein is not being observed or if any representations made by BES or ESCLINC and reflected herein are subsequently discovered to be untrue; and
3. This Consent Order shall become final when entered.

 
So ordered at Hartford, Connecticut      _______/s/_________
this 3rd day of March 2011.      Howard F. Pitkin 
    Banking Commissioner 


CONSENT TO ENTRY OF ORDER

I, José Manuel Espírito Santo, state on behalf of Banco Espírito Santo S.A., that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Banco Espírito Santo S.A.; that Banco Espírito Santo S.A. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Banco Espírito Santo S.A. voluntarily consents to the entry of this Consent Order, expressly waiving any right to a hearing on the matters described herein.     

 
  Banco Espírito Santo S.A.
  
           
By: ______/s/_______________________
Name: José Manuel Espírito Santo
Title: Member of Executive Committee


CONSENT TO ENTRY OF ORDER

I, Antonio Gato, state on behalf of Espírito Santo e Comercial de Lisboa, Inc., that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Espírito Santo e Comercial de Lisboa, Inc.; that Espírito Santo e Comercial de Lisboa, Inc. agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Espírito Santo e Comercial de Lisboa, Inc. voluntarily consents to the entry of this Consent Order, expressly waiving any right to a hearing on the matters described herein.     

 
  Espírito Santo e Comercial de Lisboa, Inc.
  
           
By: __________/s/_______________________
Name: Antonio Gato
Title: President
 
  

Administrative Orders and Settlements