Page 1 UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
No. 1:23-cv-01599 (ABJ)
BINANCE HOLDINGS LIMITED,
BAM TRADING SERVICES INC.,
BAM MANAGEMENT US HOLDINGS INC.,
AND CHANGPENG ZHAO,
Defendants.
DECLARATION OF MATTHEW J. LAROCHE
MATTHEW J. LAROCHE, pursuant to 28 U.S.C. § 1746, declares as follows:
1. I am a partner of the law firm Milbank LLP, counsel to Defendants BAM Trading
Service, 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 motion
for a protective order.
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. On June 17, 2023, the Court entered the Consent Order (Dkt. 71) in this matter. Since
that time, BAM has conferred with the SEC on a number of occasions about expedited discovery
issues, including on June 21, June 30, July 7, July 24, July 31, August 3, and August 4, 2023.
BAM has also made several productions pursuant to the Consent Order, discovery requests, and
interrogatories, and provided additional information through letters and email correspondence,
including on July 7, July 10, July 13, July 24, July 19, July 26, July 31, August 3, and August 7,
and August 14, 2023.Page 2 4. On June 21, 2023, counsel for BAM met and conferred with the SEC. During this
meeting, counsel for BAM proposed that the SEC interview or depose BAM employees Erik
Kellogg, BAM’s Chief Information Security Officer, and Sara Sisenwein, BAM’s Senior Director
of Treasury Operations, as they were most knowledgeable about the custody, transfer, and security
of BAM customer assets. BAM stated, in substance, that meeting with Mr. Kellogg and Ms.
Sisenwein might assuage the SEC’s concerns or otherwise help to narrow the SEC’s discovery
requests.
5. On June 23, 2023, the SEC served BAM with its First Set of Requests for Production
and Inspection (the “RFPs,” a true and correct copy of which is attached as Exhibit 1) and its First
Set of Interrogatories (a true and correct copy of which is attached as Exhibit 2). Attached as
Exhibit 3 is a list of the twenty-seven RFPs that seek “All Documents and Communications”
concerning various topics.
6. On June 29, 2023, BAM provided the SEC with a certification from Mr. Kellogg (the
“Kellogg Certification”) confirming that BAM Trading was in compliance with various provisions
of the Consent Order. A true and correct copy of the Kellogg Certification is attached as Exhibit
4.
7. On June 30, 2023, counsel for BAM met and conferred with the SEC. During this
meeting, counsel for BAM stated, in substance and in part, that the SEC’s discovery requests were
overbroad, unduly burdensome, and beyond the scope of the Consent Order. BAM also stated that
it would work with the SEC in good faith on its requests.
8. On July 5, 2023, BAM served the SEC with its Responses and Objections to Plaintiff’s
First Set of Requests for Production of Documents and Inspection. On the same day, BAM sent
-2-Page 3 the SEC a letter proposing a detailed discovery plan (a true and correct copy of which is attached
as Exhibit 5).
9. On July 7, 2023, BAM provided the SEC with a certification from Mr. Kellogg (the
“Second Kellogg Certification”) confirming that the Private and Administrative Keys (as defined
in the Consent Order) are now in the possession, custody and control of BAM through its officers,
employees, or non-affiliated third party custodians in the United States. A true and correct copy
of the Second Kellogg Certification is attached as Exhibit 6.
10. On July 13, 2023, BAM served the SEC with its Responses and Objections to
Plaintiff’s First Set of Interrogatories.
11. On July 19 and 20, 2023, counsel for the SEC and BAM exchanged email
correspondence concerning discovery disputes, which is attached as Exhibit 7. On July 24, 2023,
counsel for BAM and the SEC met and conferred on these and various other discovery issues. On
July 31, 2023, BAM provided the SEC with a letter responding to numerous follow-up requests
made by the SEC during the July 24 meet and confer. A true and correct copy of BAM’s letter is
attached as Exhibit 8.
12. On August 2, 2023, the SEC sent BAM deposition notices for 14 BAM employees and
officers. In follow-up correspondence, the SEC stated its position that BAM must, at a minimum,
make at least six witnesses available for depositions, including BAM’s CEO and CFO. BAM
provided its position in subsequent correspondence and asked the SEC to withdraw its requests,
which the SEC has declined to do. Attached as Exhibit 9 is a true and correct copy of the relevant
email chain between counsel for BAM and the SEC dated August 4, 2023 through August 14,
2023.
-3-Page 4 13. Since the beginning of expedited discovery, BAM has made numerous productions
pursuant to the Consent Order, RFPs, Interrogatories, and follow-up requests by the SEC. Based
on my discussions with others, I understand that the productions to date encompass approximately
200 documents totaling approximately 5,000 pages of materials. The productions include, among
other things:
a. Policies and Procedures Related to BAM Customer Assets: BAM produced
numerous policies concerning customer assets and provided narrative responses to the SEC’s
follow-up questions concerning those policies.
b. Customer Accounts: BAM produced documents reflecting all accounts and
wallets holding customer assets and assets of BAM, as well as the value of those assets. This
included documents reflecting (i) a preliminary list of hot and cold omnibus wallets holding
customer and BAM digital assets supported by BAM’s platform, as well as the amount of digital
assets in each wallet as of June 30, 2023 and the value of those assets in USD; (ii) a preliminary
list of digital assets for which BAM maintains deposit wallets holding customer digital assets, the
number of deposit wallets for each type of digital asset, and the aggregate amount of each type of
digital asset in the deposit wallets as of June 30, 2023; (iii) the amount of customer and BAM
digital assets in staking wallets custodied by BAM or its U.S.-based third-party custody providers
as of June 30, 2023; and (iv) BAM’s fiat bank accounts that hold BAM and customer fiat currency
as well as their balances in USD as of June 30, 2023.
c. Customer Account Balances: BAM produced data from BAM’s internal ledger
system (“PNK”), including documents reflecting: (i) the amount of fiat and digital assets held by
BAM customers in their respective accounts and/or wallets as of June 30, 2023 as well as the USD
-4-Page 5 value for each of the digital assets; and (ii) the amount of fiat and digital assets held by BAM on
its trading platform as of June 20, 2023 as well as the USD value for each of the digital assets.
d. PNK Lookback: BAM produced historical information from PNK, including the
aggregate amount of assets within each digital asset on a weekly basis since January 2023.
e. Bank and Payment Processors: BAM produced documents related to BAM’s
banking partners and payment processors, including account opening documents and bank
statements. BAM also searched for and produced any communications with its bank and payment
processors reflecting any encumbrances or limitations put on BAM customer accounts in light of
this action.
f. Personnel with Roles Concerning Customer Assets: BAM identified personnel
who presently have a role or responsibility concerning the possession, custody, or control of
Customer Assets, as well as their current job title, whether they have been employed by the
Binance Entities or Mr. Zhao, their current country of residence, and whether they have a role
under BAM’s Digital Asset & Custody Operations Policy.
g. Personnel Generally: BAM separately identified all of its officers, employees,
and contractors as of the date of the complaint, their job title, whether they have been employed
by the Binance Entities or Mr. Zhao, and the BAM Division within which they work.
h. Private and Administrative Keys: BAM identified employees who previously
had custody of the Private and Administrative Keys, as well as the individuals who have custody
of the New Private and Administrative Keys, their current BAM job title, whether they have been
employed by the Binance Entities or Mr. Zhao, and their current country of residence.
i. Whitelisted Wallets: BAM identified all whitelisted digital asset wallets and
described the whitelisting process.
-5-Page 6 j. Ordinary Course Business Expenses: BAM produced a summary of its Ordinary
Course Business Expenses including the total amount spent, a breakdown of the amounts in each
category and subcategory enumerated, and any amounts aggregating in excess of $150,000 to
foreign payees.
k. Verified Accounting: BAM produced an accounting, verified by BAM’s Chief
Legal Officer, reflecting the assets currently held by or on behalf of BAM and a list of all transfers
of any assets by BAM to the Binance Entities valued at greater than $1,000 since December 2022.
This included: (i) a verified list of hot and cold omnibus wallets holding customer and BAM digital
assets supported by BAM’s trading platform, as well as the amount of digital assets in each wallet
as of June 30, 2023 and the value of those assets in USD; (ii) a final list of digital assets for which
BAM maintains deposit wallets holding customer digital assets, the number of deposit wallets for
each type of digital asset, and the aggregate amount of each type of digital asset in the deposit
wallets as of June 30, 2023; (iii) a final spreadsheet prepared by BAM that provides the balances
of customer and BAM digital assets available for staking via BAM’s staking service; (iv) a final
list of BAM’s fiat bank accounts that hold BAM and customer fiat currency as well as their
balances in USD as of June 30, 2023; (v) final spreadsheets prepared by BAM that provide the
amount of fiat and digital assets held by BAM customers in their respective accounts and/or wallets
as of June 30, 2023 as well as the USD value for each of the digital assets; and (vi) a spreadsheet
prepared by BAM of all “assets, funds, crypto assets, securities, or other property, real or personal”
valued greater than $1,000 that was transferred to, or for the benefit of, any Defendant or any
Binance Entity from December 1, 2022 to the present.
l. Ceffu and Third-Party Custodians: BAM produced numerous documents related
to Ceffu and other third-party custodians and/or software providers.
-6-Page 7 I declare under penalty of perjury that the foregoing is true and correct.
Executed on August 14, New York, New York
Matthew J. Laroche
-7-
PDF Page 1
PlainSite Cover Page
PDF Page 2
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 1 of 7
UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
No. 1:23-cv-01599 (ABJ)
BINANCE HOLDINGS LIMITED,
BAM TRADING SERVICES INC.,
BAM MANAGEMENT US HOLDINGS INC.,
AND CHANGPENG ZHAO,
Defendants.
DECLARATION OF MATTHEW J. LAROCHE
MATTHEW J. LAROCHE, pursuant to 28 U.S.C. § 1746, declares as follows:
1. I am a partner of the law firm Milbank LLP, counsel to Defendants BAM Trading
Service, 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 motion
for a protective order.
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. On June 17, 2023, the Court entered the Consent Order (Dkt. 71) in this matter. Since
that time, BAM has conferred with the SEC on a number of occasions about expedited discovery
issues, including on June 21, June 30, July 7, July 24, July 31, August 3, and August 4, 2023.
BAM has also made several productions pursuant to the Consent Order, discovery requests, and
interrogatories, and provided additional information through letters and email correspondence,
including on July 7, July 10, July 13, July 24, July 19, July 26, July 31, August 3, and August 7,
and August 14, 2023.
PDF Page 3
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 2 of 7
4. On June 21, 2023, counsel for BAM met and conferred with the SEC. During this
meeting, counsel for BAM proposed that the SEC interview or depose BAM employees Erik
Kellogg, BAM’s Chief Information Security Officer, and Sara Sisenwein, BAM’s Senior Director
of Treasury Operations, as they were most knowledgeable about the custody, transfer, and security
of BAM customer assets. BAM stated, in substance, that meeting with Mr. Kellogg and Ms.
Sisenwein might assuage the SEC’s concerns or otherwise help to narrow the SEC’s discovery
requests.
5. On June 23, 2023, the SEC served BAM with its First Set of Requests for Production
and Inspection (the “RFPs,” a true and correct copy of which is attached as Exhibit 1) and its First
Set of Interrogatories (a true and correct copy of which is attached as Exhibit 2). Attached as
Exhibit 3 is a list of the twenty-seven RFPs that seek “All Documents and Communications”
concerning various topics.
6. On June 29, 2023, BAM provided the SEC with a certification from Mr. Kellogg (the
“Kellogg Certification”) confirming that BAM Trading was in compliance with various provisions
of the Consent Order. A true and correct copy of the Kellogg Certification is attached as Exhibit
4.
7. On June 30, 2023, counsel for BAM met and conferred with the SEC. During this
meeting, counsel for BAM stated, in substance and in part, that the SEC’s discovery requests were
overbroad, unduly burdensome, and beyond the scope of the Consent Order. BAM also stated that
it would work with the SEC in good faith on its requests.
8. On July 5, 2023, BAM served the SEC with its Responses and Objections to Plaintiff’s
First Set of Requests for Production of Documents and Inspection. On the same day, BAM sent
-2-
PDF Page 4
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 3 of 7
the SEC a letter proposing a detailed discovery plan (a true and correct copy of which is attached
as Exhibit 5).
9. On July 7, 2023, BAM provided the SEC with a certification from Mr. Kellogg (the
“Second Kellogg Certification”) confirming that the Private and Administrative Keys (as defined
in the Consent Order) are now in the possession, custody and control of BAM through its officers,
employees, or non-affiliated third party custodians in the United States. A true and correct copy
of the Second Kellogg Certification is attached as Exhibit 6.
10. On July 13, 2023, BAM served the SEC with its Responses and Objections to
Plaintiff’s First Set of Interrogatories.
11. On July 19 and 20, 2023, counsel for the SEC and BAM exchanged email
correspondence concerning discovery disputes, which is attached as Exhibit 7. On July 24, 2023,
counsel for BAM and the SEC met and conferred on these and various other discovery issues. On
July 31, 2023, BAM provided the SEC with a letter responding to numerous follow-up requests
made by the SEC during the July 24 meet and confer. A true and correct copy of BAM’s letter is
attached as Exhibit 8.
12. On August 2, 2023, the SEC sent BAM deposition notices for 14 BAM employees and
officers. In follow-up correspondence, the SEC stated its position that BAM must, at a minimum,
make at least six witnesses available for depositions, including BAM’s CEO and CFO. BAM
provided its position in subsequent correspondence and asked the SEC to withdraw its requests,
which the SEC has declined to do. Attached as Exhibit 9 is a true and correct copy of the relevant
email chain between counsel for BAM and the SEC dated August 4, 2023 through August 14,
2023.
-3-
PDF Page 5
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 4 of 7
13. Since the beginning of expedited discovery, BAM has made numerous productions
pursuant to the Consent Order, RFPs, Interrogatories, and follow-up requests by the SEC. Based
on my discussions with others, I understand that the productions to date encompass approximately
200 documents totaling approximately 5,000 pages of materials. The productions include, among
other things:
a. Policies and Procedures Related to BAM Customer Assets: BAM produced
numerous policies concerning customer assets and provided narrative responses to the SEC’s
follow-up questions concerning those policies.
b. Customer Accounts: BAM produced documents reflecting all accounts and
wallets holding customer assets and assets of BAM, as well as the value of those assets. This
included documents reflecting (i) a preliminary list of hot and cold omnibus wallets holding
customer and BAM digital assets supported by BAM’s platform, as well as the amount of digital
assets in each wallet as of June 30, 2023 and the value of those assets in USD; (ii) a preliminary
list of digital assets for which BAM maintains deposit wallets holding customer digital assets, the
number of deposit wallets for each type of digital asset, and the aggregate amount of each type of
digital asset in the deposit wallets as of June 30, 2023; (iii) the amount of customer and BAM
digital assets in staking wallets custodied by BAM or its U.S.-based third-party custody providers
as of June 30, 2023; and (iv) BAM’s fiat bank accounts that hold BAM and customer fiat currency
as well as their balances in USD as of June 30, 2023.
c. Customer Account Balances: BAM produced data from BAM’s internal ledger
system (“PNK”), including documents reflecting: (i) the amount of fiat and digital assets held by
BAM customers in their respective accounts and/or wallets as of June 30, 2023 as well as the USD
-4-
PDF Page 6
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 5 of 7
value for each of the digital assets; and (ii) the amount of fiat and digital assets held by BAM on
its trading platform as of June 20, 2023 as well as the USD value for each of the digital assets.
d. PNK Lookback: BAM produced historical information from PNK, including the
aggregate amount of assets within each digital asset on a weekly basis since January 2023.
e. Bank and Payment Processors: BAM produced documents related to BAM’s
banking partners and payment processors, including account opening documents and bank
statements. BAM also searched for and produced any communications with its bank and payment
processors reflecting any encumbrances or limitations put on BAM customer accounts in light of
this action.
f. Personnel with Roles Concerning Customer Assets: BAM identified personnel
who presently have a role or responsibility concerning the possession, custody, or control of
Customer Assets, as well as their current job title, whether they have been employed by the
Binance Entities or Mr. Zhao, their current country of residence, and whether they have a role
under BAM’s Digital Asset & Custody Operations Policy.
g. Personnel Generally: BAM separately identified all of its officers, employees,
and contractors as of the date of the complaint, their job title, whether they have been employed
by the Binance Entities or Mr. Zhao, and the BAM Division within which they work.
h. Private and Administrative Keys: BAM identified employees who previously
had custody of the Private and Administrative Keys, as well as the individuals who have custody
of the New Private and Administrative Keys, their current BAM job title, whether they have been
employed by the Binance Entities or Mr. Zhao, and their current country of residence.
i. Whitelisted Wallets: BAM identified all whitelisted digital asset wallets and
described the whitelisting process.
-5-
PDF Page 7
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 6 of 7
j. Ordinary Course Business Expenses: BAM produced a summary of its Ordinary
Course Business Expenses including the total amount spent, a breakdown of the amounts in each
category and subcategory enumerated, and any amounts aggregating in excess of $150,000 to
foreign payees.
k. Verified Accounting: BAM produced an accounting, verified by BAM’s Chief
Legal Officer, reflecting the assets currently held by or on behalf of BAM and a list of all transfers
of any assets by BAM to the Binance Entities valued at greater than $1,000 since December 2022.
This included: (i) a verified list of hot and cold omnibus wallets holding customer and BAM digital
assets supported by BAM’s trading platform, as well as the amount of digital assets in each wallet
as of June 30, 2023 and the value of those assets in USD; (ii) a final list of digital assets for which
BAM maintains deposit wallets holding customer digital assets, the number of deposit wallets for
each type of digital asset, and the aggregate amount of each type of digital asset in the deposit
wallets as of June 30, 2023; (iii) a final spreadsheet prepared by BAM that provides the balances
of customer and BAM digital assets available for staking via BAM’s staking service; (iv) a final
list of BAM’s fiat bank accounts that hold BAM and customer fiat currency as well as their
balances in USD as of June 30, 2023; (v) final spreadsheets prepared by BAM that provide the
amount of fiat and digital assets held by BAM customers in their respective accounts and/or wallets
as of June 30, 2023 as well as the USD value for each of the digital assets; and (vi) a spreadsheet
prepared by BAM of all “assets, funds, crypto assets, securities, or other property, real or personal”
valued greater than $1,000 that was transferred to, or for the benefit of, any Defendant or any
Binance Entity from December 1, 2022 to the present.
l. Ceffu and Third-Party Custodians: BAM produced numerous documents related
to Ceffu and other third-party custodians and/or software providers.
-6-
PDF Page 8
Case 1:23-cv-01599-ABJ Document 95-1 Filed 08/14/23 Page 7 of 7
I declare under penalty of perjury that the foregoing is true and correct.
Executed on August 14, 2023
New York, New York
Matthew J. Laroche
-7-
Back to 
