SECURITIES AND EXCHANGE COMMISSION v. BINANCE HOLDINGS LIMITED et al Document 95: Motion for Protective Order, Attachment 6

District Of Columbia District Court
Case No. 1:23-cv-01599-ABJ-ZMF
Filed August 14, 2023

MOTION for Protective Order by BAM MANAGEMENT US HOLDINGS INC., BAM TRADING SERVICES INC.. (Attachments: # (1) Declaration of Matthew J. Laroche, # (2) Exhibit 1, # (3) Exhibit 2, # (4) Exhibit 3, # (5) Exhibit 4, # (6) Exhibit 5, # (7) Exhibit 6, # (8) Exhibit 7, # (9) Exhibit 8, # (10) Exhibit 9, # (11) Text of Proposed Order)(Canellos, George)

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Page 2 WILMERHALE
Matthew T. Martens
+1 202 663 6921 (t)
+1 202 663 6363 (f)
matthew.martens@wilmerhale.com
July 5, VIA EMAIL
Jennifer L. Farer
Matthew F. Scarlato
Senior Trial Counsel
Division of Enforcement
U.S. Securities and Exchange Commission
100 F. Street, NE
Washington, DC Re: Binance Holdings Limited, et al. v. SEC, No. 23 Civ. 1599 (ABJ)
SEC’s First Set of Requests for Production and Interrogatories
Dear Ms. Farer and Mr. Scarlato:
We write on behalf of BAM Trading Services Inc. and BAM Management US Holdings
Inc. (collectively, “BAM”) regarding the SEC’s First Set of Requests for Production of
Documents and Inspection (the “RFPs”) and First Set of Interrogatories (the “Interrogatories”) to
BAM. As we stated during our June 30, 2023 meet and confer, BAM will continue to work in
good faith to respond to the SEC’s questions about the custody and control of Customer Assets.
Below we propose a discovery plan to address what we understand to be the SEC’s primary
concern—ensuring that Customer Assets are presently secure, in BAM’s control, and available to
meet customer claims and liabilities. We also believe that this plan addresses the specific request
made in email correspondence on July 3, 2023 (and in other of the discovery requests), to
identify those with custody and control of fiat and crypto assets.
During our meet and confer, we appreciated your willingness to consider our concerns
about the SEC’s discovery requests. As we explained, we believe the SEC’s requests are
overbroad, unduly burdensome, and seek documents and information not within the relevant
scope of or proportional to the needs of the Consent Order. The Consent Order’s expedited
discovery provision is intended to permit the SEC to conduct narrow discovery about the current
control and security of Customer Assets. However, the SEC served 40 RFPs and Interrogatories that seek, in essence, every document and communication concerning Customer
Assets going back to November 2022. Moreover, many of the RFPs and Interrogatories are
duplicative in that they seek the same information and/or information that was already produced
to the SEC.
Wilmer Cutler Pickering Hale and Dorr
Beijing
Berlin
Boston
Brussels
Denver
Frankfurt
LLP,
2100 Pennsylvania Avenue NW, Washington DC
London
Los Angeles
New York
Palo Alto
San Francisco
Washington

Page 3 WILMERHALE
Jennifer L. Farer and Matthew F. Scarlato
July 5, Page We detailed these and other objections in the enclosed Responses and Objections to the
RFPs. As we stated during the meet and confer, we remain willing to work with you and are
hopeful that we can reach a mutually agreeable discovery plan. Without waiving our Responses
and Objections, and subject to them, BAM proposes that the parties follow the discovery plan
below, which we believe will provide the SEC with the documents and information necessary to
address its concerns in a timely fashion. On July 13, 2023, BAM also intends to formally
respond to the Interrogatories, and the proposal below is not intended to waive any of BAM’s
responses and objections to the Interrogatories.
DISCOVERY PLAN
I.
PRIORITY PRODUCTIONS
Based on our meet and confer, we understand that the SEC’s priority is assessing the
current security and control of Customer Assets. As a result, we propose prioritizing the
production of documents and information in the following five categories, which directly address
those issues. As you know, we expect that productions will be made pursuant to an agreed upon
Protective Order.
●
Policies and Procedures Related to BAM Customer Assets: BAM will conduct a
reasonable search and produce non-privileged documents constituting the current policies relating
to the custody and control of Customer Assets to the extent they have not already been produced.
See RFP Nos. 1 (policies concerning control of Customer Assets generally), 4 (disaster recovery
policies), 5 (custody of staking assets), 19 (insurance policies concerning custody of Customer
Assets).
●
BAM’s Ability to Meet Customer Claims/Liabilities: Several RFPs appear
designed to assess whether BAM has sufficient assets to satisfy customer liabilities or meet
customer claims. See RFP Nos. 3, 8, 16, 17, 25, 39. BAM will provide information responsive to
those concerns by (i) providing documents, pursuant to Part IV of the Consent Order, sufficient to
show the balances of Customer Assets for each Customer of the Binance.US trading platform as
of a mutually agreed upon date, provided that customer names will be anonymized; and (ii)
producing BAM’s general ledger as of the same date. BAM proposes that the parties meet and
confer after the SEC has reviewed this information to discuss whether any additional information
responsive to these RFPs is necessary and appropriate.
●
Custody of Customer Assets: Several RFPs seek information about entities and
individuals that have custody over Customer Assets. See RFP Nos. 6, 7, 8, 20. A substantial
amount of information in this category will be provided pursuant to Part IV of the Consent Order.
BAM also will conduct a reasonable search and provide non-privileged documents sufficient to

Page 4 WILMERHALE
Jennifer L. Farer and Matthew F. Scarlato
July 5, Page show bank and payment processors currently holding Customer Assets, to the extent it has not
already been produced.
●
Security of Customer Assets: Several RFPs seek information about entities and
individuals that have the ability to access or control Customer Assets. See RFP Nos. 11, 12, 13,
14, 15. BAM will identify any such individuals and entities in response to the Interrogatories,
including those who possess the New Private and Administrative Keys and/or serve as the validator
for Staking Assets. BAM proposes that the parties meet and confer after BAM responds to the
Interrogatories to discuss whether any additional information responsive to these Requests is
necessary and appropriate.
●
BAM Organizational Structure: BAM will conduct a reasonable search and
produce non-privileged documents, to the extent not yet produced, reflecting BAM’s
organizational structure, including groups/individuals responsible for the custody and security of
Customer Assets. See RFP 29.
II.
NON-PRIORITY PRODUCTIONS AND TOPICS TO DISCUSS
As noted, numerous of the SEC’s requests seek documents and information about matters
unrelated to the current custody and control of Customer Assets. We do not believe that such
information is within the relevant scope of the Consent Order. Nevertheless, we are willing to
produce documents and information in response to several of the remaining requests:
●
Communications Concerning an Asset Freeze: RFP No. 9 seeks “All Documents
and Communications concerning any freeze, closing, or transfer of any account or crypto asset
wallet holding Customer Assets.” It is unclear how any such information relates to whether BAM
Customer Assets are currently secure. Regardless, BAM will conduct a reasonable search for
responsive, non-privileged communications with BAM’s bank and payment processing partners
after the SEC commenced this Action concerning any freeze, closing, or transfer of any account
or crypto asset wallet holding Customer Assets.
●
Information Concerning “Restricted Cash”: In response to RFP No. 10, BAM will
conduct a reasonable search for responsive, non-privileged documents sufficient to show accounts
holding Restricted Cash to supplement its prior production to SEC, as necessary, and produce
them.
●
Information Concerning Ceffu: In response to RFP No. 18, BAM will conduct a
reasonable search for responsive, non-privileged documents sufficient to identify Ceffu’s
ownership and management, its relationship and any Agreements with BAM, its role and
responsibilities, and any services it performs for BAM, and will produce them.

Page 5 WILMERHALE
Jennifer L. Farer and Matthew F. Scarlato
July 5, Page ●
Wallet Custody Agreement: Two RFPs seek information concerning the Wallet
Custody Agreement. See RFP Nos. 22, 23. BAM does not believe that discovery concerning the
Wallet Custody Agreement is within the scope of the Consent Order but will provide certain
information on this topic in response to Interrogatory No. 9. BAM proposes that the parties meet
and confer regarding this Request after BAM responds to the Interrogatories to discuss whether
any additional information responsive to this Request is necessary and appropriate.
●
TSS Protocol: Two of the RFPs seek information related to the TSS protocol,
which is duplicative of information sought in Interrogatory No. 22. See RFP Nos. 32, 33. BAM
proposes that the parties meet and confer regarding this Request after BAM responds to the
Interrogatories to discuss whether any additional information responsive to this Request is
necessary and appropriate.
●
BAM Ownership Interests and Information About Employees: RFP No. 30 seeks
all documents and communications “indicating the ownership interests in the BAM Entities, and
changes thereto.” RFP Nos. 36 and 37 seeks certain information about BAM employees, including
whether they were formally employees of BHL and/or reside outside the United States. BAM does
not believe that historical ownership information of the BAM Entities is pertinent to whether
Customer Assets are currently secure. Nor does BAM believe that whether BAM employees are
located in the United States is relevant to the same issue. Nevertheless, BAM will provide certain
information responsive to these requests in response to Interrogatory Nos. 1, 2, 5, and 15. BAM
proposes that the parties meet and confer after BAM responds to the Interrogatories to discuss
whether any additional information responsive to these Requests is necessary and appropriate.
●
BHL and Zhao Wallets: RFP No. 35 seeks information about wallets used to
transfer assets between Defendants BHL, Zhao, and affiliated entities. A substantial amount of
information in this category will be provided pursuant to Part IV of the Consent Order. BAM
proposes that the parties meet and confer to the extent the SEC believes that additional information
responsive to this Request is necessary and appropriate.
As to the remaining requests, BAM proposes that the parties meet and confer. These
requests include those related to:
●
All Documents and Communications Concerning Customer Assets (RFP No. 2);
●
Historical Information About Private and Administrative Keys (RFP Nos. 11, 12);
●
Internal and External Audits (RFP Nos. 26, 27);
●
BHL, Chen, and/or Zhao’s Historical Control Over Customer Assets (RFP No. 24);

Page 6 WILMERI-IALE
Jennifer L. Farer and Matthew F. Scarlato
July 5, Page
●
Zhao’s $250 million Convertible Note (RFP No. 31);
●
Historical Use of Keys and Votes of Key Holders (RFP Nos. 15, 34);
●
AWS (RFP No. 21 and RFI No. 1).
*
*
*
Please let us know if you have any questions, and we otherwise plan to work with you on
the open issues, including the timing of productions, during our next meet and confer. We also
remain willing to discuss making witnesses available for interviews about the custody of
Customer Assets, which we believe would help address your concerns and/or narrow discovery
requests.
Very truly yours,
/s/ Matthew T. Martens
Matthew T. Martens
Enclosure

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PDF Page 2	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 1 of 6

PDF Page 3	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 2 of 6 WILMERHALE Matthew T. Martens +1 202 663 6921 (t) +1 202 663 6363 (f) matthew.martens@wilmerhale.com July 5, 2023 VIA EMAIL Jennifer L. Farer Matthew F. Scarlato Senior Trial Counsel Division of Enforcement U.S. Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Binance Holdings Limited, et al. v. SEC, No. 23 Civ. 1599 (ABJ) SEC’s First Set of Requests for Production and Interrogatories Dear Ms. Farer and Mr. Scarlato: We write on behalf of BAM Trading Services Inc. and BAM Management US Holdings Inc. (collectively, “BAM”) regarding the SEC’s First Set of Requests for Production of Documents and Inspection (the “RFPs”) and First Set of Interrogatories (the “Interrogatories”) to BAM. As we stated during our June 30, 2023 meet and confer, BAM will continue to work in good faith to respond to the SEC’s questions about the custody and control of Customer Assets. Below we propose a discovery plan to address what we understand to be the SEC’s primary concern—ensuring that Customer Assets are presently secure, in BAM’s control, and available to meet customer claims and liabilities. We also believe that this plan addresses the specific request made in email correspondence on July 3, 2023 (and in other of the discovery requests), to identify those with custody and control of fiat and crypto assets. During our meet and confer, we appreciated your willingness to consider our concerns about the SEC’s discovery requests. As we explained, we believe the SEC’s requests are overbroad, unduly burdensome, and seek documents and information not within the relevant scope of or proportional to the needs of the Consent Order. The Consent Order’s expedited discovery provision is intended to permit the SEC to conduct narrow discovery about the current control and security of Customer Assets. However, the SEC served 40 RFPs and 24 Interrogatories that seek, in essence, every document and communication concerning Customer Assets going back to November 2022. Moreover, many of the RFPs and Interrogatories are duplicative in that they seek the same information and/or information that was already produced to the SEC. Wilmer Cutler Pickering Hale and Dorr Beijing Berlin Boston Brussels Denver Frankfurt LLP, 2100 Pennsylvania Avenue NW, Washington DC 20037 London Los Angeles New York Palo Alto San Francisco Washington

PDF Page 4	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 3 of 6 WILMERHALE Jennifer L. Farer and Matthew F. Scarlato July 5, 2023 Page 2 We detailed these and other objections in the enclosed Responses and Objections to the RFPs. As we stated during the meet and confer, we remain willing to work with you and are hopeful that we can reach a mutually agreeable discovery plan. Without waiving our Responses and Objections, and subject to them, BAM proposes that the parties follow the discovery plan below, which we believe will provide the SEC with the documents and information necessary to address its concerns in a timely fashion. On July 13, 2023, BAM also intends to formally respond to the Interrogatories, and the proposal below is not intended to waive any of BAM’s responses and objections to the Interrogatories. DISCOVERY PLAN I. PRIORITY PRODUCTIONS Based on our meet and confer, we understand that the SEC’s priority is assessing the current security and control of Customer Assets. As a result, we propose prioritizing the production of documents and information in the following five categories, which directly address those issues. As you know, we expect that productions will be made pursuant to an agreed upon Protective Order. ● Policies and Procedures Related to BAM Customer Assets: BAM will conduct a reasonable search and produce non-privileged documents constituting the current policies relating to the custody and control of Customer Assets to the extent they have not already been produced. See RFP Nos. 1 (policies concerning control of Customer Assets generally), 4 (disaster recovery policies), 5 (custody of staking assets), 19 (insurance policies concerning custody of Customer Assets). ● BAM’s Ability to Meet Customer Claims/Liabilities: Several RFPs appear designed to assess whether BAM has sufficient assets to satisfy customer liabilities or meet customer claims. See RFP Nos. 3, 8, 16, 17, 25, 39. BAM will provide information responsive to those concerns by (i) providing documents, pursuant to Part IV of the Consent Order, sufficient to show the balances of Customer Assets for each Customer of the Binance.US trading platform as of a mutually agreed upon date, provided that customer names will be anonymized; and (ii) producing BAM’s general ledger as of the same date. BAM proposes that the parties meet and confer after the SEC has reviewed this information to discuss whether any additional information responsive to these RFPs is necessary and appropriate. ● Custody of Customer Assets: Several RFPs seek information about entities and individuals that have custody over Customer Assets. See RFP Nos. 6, 7, 8, 20. A substantial amount of information in this category will be provided pursuant to Part IV of the Consent Order. BAM also will conduct a reasonable search and provide non-privileged documents sufficient to

PDF Page 5	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 4 of 6 WILMERHALE Jennifer L. Farer and Matthew F. Scarlato July 5, 2023 Page 3 show bank and payment processors currently holding Customer Assets, to the extent it has not already been produced. ● Security of Customer Assets: Several RFPs seek information about entities and individuals that have the ability to access or control Customer Assets. See RFP Nos. 11, 12, 13, 14, 15. BAM will identify any such individuals and entities in response to the Interrogatories, including those who possess the New Private and Administrative Keys and/or serve as the validator for Staking Assets. BAM proposes that the parties meet and confer after BAM responds to the Interrogatories to discuss whether any additional information responsive to these Requests is necessary and appropriate. ● BAM Organizational Structure: BAM will conduct a reasonable search and produce non-privileged documents, to the extent not yet produced, reflecting BAM’s organizational structure, including groups/individuals responsible for the custody and security of Customer Assets. See RFP 29. II. NON-PRIORITY PRODUCTIONS AND TOPICS TO DISCUSS As noted, numerous of the SEC’s requests seek documents and information about matters unrelated to the current custody and control of Customer Assets. We do not believe that such information is within the relevant scope of the Consent Order. Nevertheless, we are willing to produce documents and information in response to several of the remaining requests: ● Communications Concerning an Asset Freeze: RFP No. 9 seeks “All Documents and Communications concerning any freeze, closing, or transfer of any account or crypto asset wallet holding Customer Assets.” It is unclear how any such information relates to whether BAM Customer Assets are currently secure. Regardless, BAM will conduct a reasonable search for responsive, non-privileged communications with BAM’s bank and payment processing partners after the SEC commenced this Action concerning any freeze, closing, or transfer of any account or crypto asset wallet holding Customer Assets. ● Information Concerning “Restricted Cash”: In response to RFP No. 10, BAM will conduct a reasonable search for responsive, non-privileged documents sufficient to show accounts holding Restricted Cash to supplement its prior production to SEC, as necessary, and produce them. ● Information Concerning Ceffu: In response to RFP No. 18, BAM will conduct a reasonable search for responsive, non-privileged documents sufficient to identify Ceffu’s ownership and management, its relationship and any Agreements with BAM, its role and responsibilities, and any services it performs for BAM, and will produce them.

PDF Page 6	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 5 of 6 WILMERHALE Jennifer L. Farer and Matthew F. Scarlato July 5, 2023 Page 4 ● Wallet Custody Agreement: Two RFPs seek information concerning the Wallet Custody Agreement. See RFP Nos. 22, 23. BAM does not believe that discovery concerning the Wallet Custody Agreement is within the scope of the Consent Order but will provide certain information on this topic in response to Interrogatory No. 9. BAM proposes that the parties meet and confer regarding this Request after BAM responds to the Interrogatories to discuss whether any additional information responsive to this Request is necessary and appropriate. ● TSS Protocol: Two of the RFPs seek information related to the TSS protocol, which is duplicative of information sought in Interrogatory No. 22. See RFP Nos. 32, 33. BAM proposes that the parties meet and confer regarding this Request after BAM responds to the Interrogatories to discuss whether any additional information responsive to this Request is necessary and appropriate. ● BAM Ownership Interests and Information About Employees: RFP No. 30 seeks all documents and communications “indicating the ownership interests in the BAM Entities, and changes thereto.” RFP Nos. 36 and 37 seeks certain information about BAM employees, including whether they were formally employees of BHL and/or reside outside the United States. BAM does not believe that historical ownership information of the BAM Entities is pertinent to whether Customer Assets are currently secure. Nor does BAM believe that whether BAM employees are located in the United States is relevant to the same issue. Nevertheless, BAM will provide certain information responsive to these requests in response to Interrogatory Nos. 1, 2, 5, and 15. BAM proposes that the parties meet and confer after BAM responds to the Interrogatories to discuss whether any additional information responsive to these Requests is necessary and appropriate. ● BHL and Zhao Wallets: RFP No. 35 seeks information about wallets used to transfer assets between Defendants BHL, Zhao, and affiliated entities. A substantial amount of information in this category will be provided pursuant to Part IV of the Consent Order. BAM proposes that the parties meet and confer to the extent the SEC believes that additional information responsive to this Request is necessary and appropriate. As to the remaining requests, BAM proposes that the parties meet and confer. These requests include those related to: ● All Documents and Communications Concerning Customer Assets (RFP No. 2); ● Historical Information About Private and Administrative Keys (RFP Nos. 11, 12); ● Internal and External Audits (RFP Nos. 26, 27); ● BHL, Chen, and/or Zhao’s Historical Control Over Customer Assets (RFP No. 24);

PDF Page 7	Case 1:23-cv-01599-ABJ Document 95-6 Filed 08/14/23 Page 6 of 6 WILMERI-IALE Jennifer L. Farer and Matthew F. Scarlato July 5, 2023 Page 5 ● Zhao’s $250 million Convertible Note (RFP No. 31); ● Historical Use of Keys and Votes of Key Holders (RFP Nos. 15, 34); ● AWS (RFP No. 21 and RFI No. 1). * * * Please let us know if you have any questions, and we otherwise plan to work with you on the open issues, including the timing of productions, during our next meet and confer. We also remain willing to discuss making witnesses available for interviews about the custody of Customer Assets, which we believe would help address your concerns and/or narrow discovery requests. Very truly yours, /s/ Matthew T. Martens Matthew T. Martens Enclosure


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