SECURITIES AND EXCHANGE COMMISSION v. BINANCE HOLDINGS LIMITED et al Document 41: Declaration

District Of Columbia District Court
Case No. 1:23-cv-01599-ABJ-ZMF
Filed June 12, 2023

DECLARATION of Adam J. Fee by BAM MANAGEMENT US HOLDINGS INC., BAM TRADING SERVICES INC. re [40] Memorandum in Opposition filed by BAM TRADING SERVICES INC., BAM MANAGEMENT US HOLDINGS INC.. (Attachments: # (1) Exhibit 1, # (2) Exhibit 2, # (3) Exhibit 3, # (4) Exhibit 4, # (5) Exhibit 5, # (6) Exhibit 6, # (7) Exhibit 7, # (8) Exhibit 8, # (9) Exhibit 9, # (10) Exhibit 10, # (11) Exhibit 11)(Leblanc, Andrew)

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Page 1 UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
Civil Action No. 1-23-cv-01599-ABJ
BINANCE HOLDINGS LIMITED, BAM
TRADING SERVICES INC., BAM
MANAGEMENT US HOLDINGS INC., AND
CHANGPENG ZHAO,
Defendants.
DECLARATION OF ADAM J. FEE
ADAM J. FEE, pursuant to 28 U.S.C. § 1746, declares as follows:
1.
I am a member of the law firm Milbank LLP, counsel to Defendants BAM Trading
Services Inc. (“BAM Trading”) and BAM Management US Holdings Inc. (“BAM Management,”
collectively with BAM Trading, “BAM”).
I submit this declaration in support of BAM’s
opposition to the Securities and Exchange Commission’s (the “SEC”) motion for a temporary
restraining order and other relief.
2.
I have personal knowledge of the matters set forth in this declaration, and, if called
as a witness, I could and would competently testify under oath to the facts stated herein.
3.
Attached as Exhibit 1 is a true and correct copy of Game Stopped? Who Wins and
Loses When Short Sellers, Social Media, and Retail Investors Collide, Part III, 117th Cong. (May 6, 2021), 167 Cong. Rec. 44-837 (2021).
4.
Attached as Exhibit 2 is a true and correct copy of William Hinman, Digital Asset
Transformations: When Howey Met Gary (Plastic), Remarks at the Yahoo Finance All Markets

Page 2 Summit: Crypto (June 14, 2018), available at https://www.sec.gov/news/speech/speech-hinman061418.
5.
Attached as Exhibit 3 is a true and correct copy of Jacob Oliver, CFTC Chair
Considers Bitcoin and Ethereum to Be Commodities, CryptoBriefing (May 19, 2022),
https://cryptobriefing.com/cftc-chair-considers-bitcoin-and-ethereum-to-be-commodities/.
6.
Attached as Exhibit 4 is a true and correct copy of Ankush Khardori, Can Gary
Gensler Survive Crypto Winter? D.C.’s top financial cop on Bankman-Fried blowback, New York
Magazine (Feb. 23, 2023), https://nymag.com/intelligencer/2023/02/gary-gensler-on-meetingwith-sbf-and-his-crypto-crackdown.html.
7.
Attached as Exhibit 5 is a true and correct copy of List of Supported Assets,
Binance.US,
https://support.binance.us/hc/en-us/articles/360049417674-List-of-Supported-
Assets.
8.
Attached as Exhibit 6 is a true and correct copy of an email chain between counsel
for BAM, Binance Holdings Limited, Changpeng Zhao and the SEC dated May 23, 2023 through
June 6, 2023.
9.
Attached as Exhibit 7 is a true and correct copy of an email chain between counsel
for BAM, Binance Holdings Limited, Changpeng Zhao and the SEC dated June 8, 2023 through
June 11, 2023, and its attachment, a draft proposed stipulation and consent order, sent to the SEC
by Richard Grime on behalf of all defendants on June 8, 2023.
10.
Attached as Exhibit 8 is a true and correct copy of BAM’s proposed stipulation
and consent order.
11.
Attached as Exhibit 9 is a true and correct copy of Binance System Upgrade
Complete: VIP User Promotion & 50,000 BNB Community Giveaway, Binance (May 15, 2019),
-2-

Page 3 https://www.binance.com/en/support/announcement/binance-system-upgrade-complete-vip-userpromotion-50-000-bnb-community-g

12.
Community
Attached as Exhibit 10 is a true and correct copy of Binance Launches 50,000 BNB
Giveaway,
Binance
(Feb.
20,
2020),
https://www.binance.com/en/support/announcement/binance-launches-50-000-bnb-communitygiveaway-360040070651.
13.
Attached as Exhibit 11 is a true and correct copy of David Yaffe-Bellany, What
Do Binance.US’s New Rules on Trading Dollars Mean for Customers, N.Y. Times (June 9, 2023),
https://www.nytimes.com/2023/06/09/business/binanceus-new-rules-trading-dollars.html.
14.
On June 9, 2023, counsel for BAM and the SEC participated in a phone call during
which the SEC expressed concerns that (i) the ordinary business purpose exception included in
BAM’s then-proposed stipulation was vague and may allow transfers to Binance entities; (ii) that
it was important for the SEC that BAM create “new wallets” for customer funds; and (iii)
Defendant Binance Holdings Limited and Defendant Changpeng Zhao had not agreed to expedited
discovery.
I declare under penalty of perjury that the foregoing is true and correct.
-3-

Page 4 I declare under penalty of perjury that the foregoing is true and correct.
Executed on June 12, 2023 :
Los Angeles, California Ji Fof

PDF Page 1	PlainSite Cover Page

PDF Page 2	Case 1:23-cv-01599-ABJ Document 41 Filed 06/12/23 Page 1 of 4 UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA SECURITIES AND EXCHANGE COMMISSION, Plaintiff, v. Civil Action No. 1-23-cv-01599-ABJ BINANCE HOLDINGS LIMITED, BAM TRADING SERVICES INC., BAM MANAGEMENT US HOLDINGS INC., AND CHANGPENG ZHAO, Defendants. DECLARATION OF ADAM J. FEE ADAM J. FEE, pursuant to 28 U.S.C. § 1746, declares as follows: 1. I am a member of the law firm Milbank LLP, counsel to Defendants BAM Trading Services Inc. (“BAM Trading”) and BAM Management US Holdings Inc. (“BAM Management,” collectively with BAM Trading, “BAM”). I submit this declaration in support of BAM’s opposition to the Securities and Exchange Commission’s (the “SEC”) motion for a temporary restraining order and other relief. 2. I have personal knowledge of the matters set forth in this declaration, and, if called as a witness, I could and would competently testify under oath to the facts stated herein. 3. Attached as Exhibit 1 is a true and correct copy of Game Stopped? Who Wins and Loses When Short Sellers, Social Media, and Retail Investors Collide, Part III, 117th Cong. 1 (May 6, 2021), 167 Cong. Rec. 44-837 (2021). 4. Attached as Exhibit 2 is a true and correct copy of William Hinman, Digital Asset Transformations: When Howey Met Gary (Plastic), Remarks at the Yahoo Finance All Markets

PDF Page 3	Case 1:23-cv-01599-ABJ Document 41 Filed 06/12/23 Page 2 of 4 Summit: Crypto (June 14, 2018), available at https://www.sec.gov/news/speech/speech-hinman061418. 5. Attached as Exhibit 3 is a true and correct copy of Jacob Oliver, CFTC Chair Considers Bitcoin and Ethereum to Be Commodities, CryptoBriefing (May 19, 2022), https://cryptobriefing.com/cftc-chair-considers-bitcoin-and-ethereum-to-be-commodities/. 6. Attached as Exhibit 4 is a true and correct copy of Ankush Khardori, Can Gary Gensler Survive Crypto Winter? D.C.’s top financial cop on Bankman-Fried blowback, New York Magazine (Feb. 23, 2023), https://nymag.com/intelligencer/2023/02/gary-gensler-on-meetingwith-sbf-and-his-crypto-crackdown.html. 7. Attached as Exhibit 5 is a true and correct copy of List of Supported Assets, Binance.US, https://support.binance.us/hc/en-us/articles/360049417674-List-of-Supported- Assets. 8. Attached as Exhibit 6 is a true and correct copy of an email chain between counsel for BAM, Binance Holdings Limited, Changpeng Zhao and the SEC dated May 23, 2023 through June 6, 2023. 9. Attached as Exhibit 7 is a true and correct copy of an email chain between counsel for BAM, Binance Holdings Limited, Changpeng Zhao and the SEC dated June 8, 2023 through June 11, 2023, and its attachment, a draft proposed stipulation and consent order, sent to the SEC by Richard Grime on behalf of all defendants on June 8, 2023. 10. Attached as Exhibit 8 is a true and correct copy of BAM’s proposed stipulation and consent order. 11. Attached as Exhibit 9 is a true and correct copy of Binance System Upgrade Complete: VIP User Promotion & 50,000 BNB Community Giveaway, Binance (May 15, 2019), -2-

PDF Page 4	Case 1:23-cv-01599-ABJ Document 41 Filed 06/12/23 Page 3 of 4 https://www.binance.com/en/support/announcement/binance-system-upgrade-complete-vip-userpromotion-50-000-bnb-community-giveaway-360028425911. 12. Community Attached as Exhibit 10 is a true and correct copy of Binance Launches 50,000 BNB Giveaway, Binance (Feb. 20, 2020), https://www.binance.com/en/support/announcement/binance-launches-50-000-bnb-communitygiveaway-360040070651. 13. Attached as Exhibit 11 is a true and correct copy of David Yaffe-Bellany, What Do Binance.US’s New Rules on Trading Dollars Mean for Customers, N.Y. Times (June 9, 2023), https://www.nytimes.com/2023/06/09/business/binanceus-new-rules-trading-dollars.html. 14. On June 9, 2023, counsel for BAM and the SEC participated in a phone call during which the SEC expressed concerns that (i) the ordinary business purpose exception included in BAM’s then-proposed stipulation was vague and may allow transfers to Binance entities; (ii) that it was important for the SEC that BAM create “new wallets” for customer funds; and (iii) Defendant Binance Holdings Limited and Defendant Changpeng Zhao had not agreed to expedited discovery. I declare under penalty of perjury that the foregoing is true and correct. -3-

PDF Page 5	Case 1:23-cv-01599-ABJ Document 41 Filed 06/12/23 Page 4 of 4 I declare under penalty of perjury that the foregoing is true and correct. Executed on June 12, 2023 : Los Angeles, California Ji Fof


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