CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
November 1, 2023
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; First Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation being conducted by the Division of Enforcement (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission"). This letter accompanies BRB's first rolling production of documents (the "First Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947, issued October 12, 2023, and Document Subpoena No. HO-14287-001, issued to BRB on October 15, 2023 (the "Subpoena"). This First Production is being made in accordance with the agreed-upon search methodology and production protocol set forth in our letter to the Staff dated October 20, 2023 (the "Production Protocol Letter"), as acknowledged by the Staff in its October 25, 2023 correspondence. BRB makes this production voluntarily and in the spirit of cooperation with the Staff's investigation, while expressly reserving all rights and objections as set forth herein and in BRB's written response to the Subpoena.
I. Production Details
This First Production consists of a total of 48,212 documents, Bates-stamped sequentially from BRB-SEC-000001 through BRB-SEC-048212. The documents are being produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the specifications set forth in the Production Protocol Letter. Accompanying this production are load files and associated metadata fields sufficient to allow the Staff to load the produced documents into its review platform. The approximate page count for this First Production is proportional to BRB's overall anticipated production volume, which is expected to encompass approximately 1.42 million pages across all rolling productions.
The following table summarizes the production volume for this First Production:
II. Custodian Identification
The documents included in this First Production were sourced from the files and electronic repositories of the following custodians, each of whom was identified as a relevant custodian pursuant to the search methodology agreed upon in the Production Protocol Letter:
1.  Patricia Navarrete, Chief Financial Officer
2.  Raymond Hu, Chief Accounting Officer
3.  Derek Sung, General Counsel and Chief Legal Officer
4.  Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5.  Annette Kowalski, Chief Risk Officer
Custodian coding for each document is included in the designated metadata fields of the accompanying load file, enabling the Staff to filter and sort the produced documents by custodian. We note that document collection and processing from additional custodians and non-custodial sources is ongoing, and additional custodians may be identified in connection with subsequent rolling productions.
III. Description of Document Categories
The documents included in this First Production generally fall within the following categories, which correspond to the subject-matter specifications set forth in the Subpoena:
(a) Corporate financial records relating to BRB's BridgeFin division allowance for credit losses ("ACL") estimates for fiscal year 2022 and the first and second quarters of fiscal year 2023, including internal accounting workpapers, management review memoranda, and related supporting schedules;
(b) Board of Directors and Audit Committee materials relating to the governance of the Bank's Current Expected Credit Losses ("CECL") model, including presentations, agenda packets, and related discussion materials;
(c) Internal memoranda and electronic mail communications among BRB personnel concerning the methodology and assumptions underlying the Bank's ACL estimates, including discussions regarding model inputs, economic forecast scenarios, and estimation techniques;
(d) BridgeFin portfolio performance reports and credit-quality dashboards circulated to senior management and the Board of Directors, including periodic reports reflecting delinquency trends, net charge-off rates, and vintage-level portfolio analytics.
These categories are provided for the Staff's convenience in understanding the general nature of the documents produced. They are not intended to be exhaustive, and individual documents may fall within more than one category or may relate to additional topics responsive to the Subpoena.
IV. Privilege Log Status
In connection with this First Production, BRB is withholding certain documents and communications, and has applied redactions to certain other documents, on the basis of one or more of the following privileges and protections: the attorney-client privilege, the work-product doctrine, and the bank-examination privilege. A preliminary privilege log accompanies this First Production, identifying the documents that have been withheld in whole or redacted in part to date. The preliminary privilege log includes, for each entry, the document date, author, recipient(s), document type, a general description of the subject matter, and the specific privilege or protection asserted.
BRB expressly reserves the right to supplement the privilege log in connection with subsequent rolling productions as the privilege review of the remaining collected documents continues. BRB further notes that, consistent with the Production Protocol Letter and the parties' discussion regarding clawback protections under Federal Rule of Evidence 502(d), the inadvertent production of any privileged or protected document shall not constitute a waiver of any applicable privilege or protection. BRB reserves the right to request that the Staff return or sequester any inadvertently produced privileged or protected materials, and the Staff's agreement to the FRE 502(d) procedures set forth in the Production Protocol Letter is acknowledged.
V. Reservations and Confidentiality
BRB expressly reserves all rights, objections, and defenses previously asserted, including without limitation those set forth in BRB's written response to the Subpoena dated October 22, 2023, and in the Production Protocol Letter. Nothing in this letter or in the production of documents accompanying it shall be construed as a waiver of any applicable privilege, protection, objection, or defense, whether or not expressly stated herein. BRB's production of documents is made subject to and without waiver of all such rights.
BRB reiterates its request, as set forth in the Production Protocol Letter, that the Staff accord confidential treatment to all documents reflecting or describing BRB's proprietary BridgeFin AI-driven underwriting model and related technical specifications, algorithms, and performance data. As the Staff is aware, these materials constitute highly sensitive trade secrets and proprietary commercial information, the public disclosure of which would cause substantial competitive harm to BRB. BRB respectfully requests that the Staff limit access to such materials to authorized Commission personnel and that any further dissemination or disclosure be subject to the protections discussed in the Production Protocol Letter.
This production is continuing, and BRB anticipates producing additional responsive documents on a rolling basis in accordance with the schedule discussed with the Staff. BRB remains committed to cooperating with the Staff's investigation and to completing its document production in a timely manner.
•             
Please do not hesitate to contact me at (212) 558-4100 or vchambers@calderwoodharkness.com if you have any questions regarding this production or if you wish to discuss any aspect of BRB's ongoing document collection and review efforts.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner
Enclosures: Production Media (TIFF images, extracted text, load files) Preliminary Privilege Log
cc:  Derek Sung, General Counsel, Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
December 15, 2023
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; Second Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write again on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation. This letter accompanies BRB's second rolling production of documents (the "Second Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947 and Document Subpoena No. HO-14287-001. This Second Production is made in accordance with the Production Protocol Letter dated October 20, 2023, and follows BRB's First Rolling Production of documents transmitted to the Staff on November 1, 2023. As with the First Production, BRB makes this Second Production voluntarily and in the spirit of continued cooperation with the Staff's investigation, while expressly preserving all rights and objections as set forth herein and in BRB's prior correspondence.
I. Production Details
This Second Production consists of a total of 53,890 documents, Bates-stamped sequentially from BRB-SEC-048213 through BRB-SEC-102102. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and are accompanied by load files containing metadata fields as previously agreed. Including this Second Production, BRB has now produced a cumulative total of 102,102 documents to the Staff.
The following table summarizes the production volumes to date:
II. Custodian Identification
The documents included in this Second Production were sourced from the files and electronic repositories of the custodians previously identified in connection with the First Production, as well as from the following additional custodians:
Previously Identified Custodians:
1.  Patricia Navarrete, Chief Financial Officer
2.  Raymond Hu, Chief Accounting Officer
3.  Derek Sung, General Counsel and Chief Legal Officer
4.  Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5.  Annette Kowalski, Chief Risk Officer
Additional Custodians in This Production:
6.  Marcus R. Ellingham, Chief Executive Officer — a limited set of executive-level communications regarding BridgeFin portfolio reviews, management reporting, and strategic oversight of the BridgeFin division
7.  Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors — Audit Committee meeting minutes, related board-level materials, and associated correspondence
Custodian coding for all documents continues to be included in the designated metadata fields of the accompanying load file. We note that the collection and processing of data from additional custodial and non-custodial sources remains ongoing, and additional custodian-specific materials may be included in subsequent productions.
III. Description of Document Categories
The documents included in this Second Production generally fall within the following categories:
(a) Audit Committee meeting minutes and board presentations for fiscal year 2022 through the second quarter of fiscal year 2023, including quarterly reviews of credit risk and ACL reserve adequacy;
(b) Communications between BRB personnel and the Bank's independent auditor, Whitfield Keane LLP (PCAOB Registration No. 2847), regarding the Bank's ACL methodology, CECL model inputs and assumptions, and related audit inquiries — limited to non-privileged business communications between Bank management and the audit engagement team;
(c) BridgeFin loan modification and re-aging policy documents and procedures, including internal policy manuals, procedural guides, and related training materials governing the treatment of modified and re-aged consumer loans within the BridgeFin portfolio;
(d) Credit risk management reports related to BridgeFin vintage cohort analysis, including periodic reports analyzing loan performance by origination vintage, delinquency migration analyses, and loss-curve projections;
(e) Internal data relating to the approximately 12,847 re-aged or modified BridgeFin loans identified to date, with an aggregate outstanding principal balance of approximately $236.4 million, including loan-level detail and modification history where available from the Bank's centralized loan-management system.
As with the First Production, these category descriptions are provided for the Staff's convenience and are not intended to be exhaustive. Individual documents may be responsive to multiple Subpoena specifications and may relate to additional topics.
IV. Privilege Log Status
An updated cumulative privilege log accompanies this Second Production. The updated privilege log reflects all documents withheld or redacted in connection with both the First and Second Productions. The interim count of privileged documents withheld or redacted is set forth in the accompanying log and will be finalized in the cumulative privilege log to be delivered with BRB's final production. The categories of privilege asserted continue to include: the attorney-client privilege, the work-product doctrine, and the bank-examination privilege. Each entry on the privilege log includes the document date, author, recipient(s), document type, a general description of the subject matter, and the specific privilege or protection asserted.
BRB continues to reserve the right to supplement the privilege log in connection with subsequent rolling productions and to assert additional privileges or protections as to documents not yet reviewed or produced. The FRE 502(d) clawback protections set forth in the Production Protocol Letter remain in full force and effect.
V. Reservations and Confidentiality
BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena and in the Production Protocol Letter, and incorporates by reference the reservations set forth in the First Production cover letter dated November 1, 2023. The production of documents in this Second Production does not constitute a waiver of any applicable privilege, protection, objection, or defense.
BRB renews its request for confidential treatment of all documents reflecting or describing BRB's proprietary BridgeFin AI-driven underwriting model and related proprietary information, consistent with the Production Protocol Letter and the Staff's prior acknowledgment thereof. BRB's production is continuing, and additional documents will be produced on a rolling basis.
•             
Please do not hesitate to contact me if you have any questions regarding this production or BRB's ongoing document review efforts.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner
Enclosures: Production Media (TIFF images, extracted text, load files) Updated Cumulative Privilege Log
cc:  Derek Sung, General Counsel, Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
January 8, 2024
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; Third Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write again on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation. This letter accompanies BRB's third rolling production of documents (the "Third Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947 and Document Subpoena No. HO-14287-001. This Third Production follows BRB's prior rolling productions transmitted to the Staff on November 1, 2023 and December 15, 2023, respectively, and is made in accordance with the Production Protocol Letter dated October 20, 2023. BRB continues to make these productions voluntarily and in the spirit of cooperation with the Staff's investigation, while expressly reserving all rights and objections.
I. Production Details
This Third Production consists of a total of 41,307 documents, Bates-stamped sequentially from BRB-SEC-102103 through BRB-SEC-143409. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by the requisite load files and metadata. Including this Third Production, BRB has now produced a cumulative total of 143,409 documents to the Staff.
II. Custodian Identification
The documents included in this Third Production were sourced from the files and electronic repositories of all previously identified custodians, namely: Patricia Navarrete (CFO), Raymond Hu (CAO), Derek Sung (General Counsel/CLO), Naveen Chakravarti (SVP & Division Head, BridgeFin), Annette Kowalski (CRO), Marcus R. Ellingham (CEO), and Gwendolyn Prescott (Audit Committee Chair).
In addition, this Third Production includes documents sourced from the following non-custodial repositories:
•  BridgeFin Division Shared Drives — including departmental working files, shared folders maintained by BridgeFin credit analysts and portfolio managers, and divisional reporting templates; and
•  Centralized Loan-Management System Extracts — including structured data extracts from BRB's centralized loan origination and servicing platform containing loan-level data, modification and re-aging transaction histories, and system-generated performance reports.
Custodian and source coding for all documents is included in the designated metadata fields of the accompanying load file.
III. Description of Document Categories
The documents included in this Third Production generally fall within the following categories:
(a) BridgeFin loan-level data and vintage cohort performance reports covering the period from the third quarter of 2021 through the fourth quarter of 2022, including granular data reflecting origination volumes, delinquency rates, loss-severity metrics, and recovery experience by vintage;
(b) CECL model documentation, including model validation reports prepared by BRB's internal model risk management group and independent third-party validators, as well as back-testing analyses comparing model-predicted outcomes to actual observed credit losses;
(c) Quarterly ACL true-up working papers and supporting schedules reflecting management's period-end adjustments to the modeled ACL estimates, including reconciliation schedules, variance analyses, and management sign-off documentation;
(d) Internal communications, including email correspondence and instant messages, regarding qualitative overlay adjustments to ACL estimates, including discussions among senior management regarding the rationale for, and magnitude of, qualitative factors applied to the modeled loss estimates;
(e) Correspondence between BRB personnel and Caldwell Pratt & Stein LLP, BRB's prior securities reporting counsel (lead partner Martin Caldwell, 51 West 52nd Street, 24th Floor, New York, NY 10019), regarding the preparation of BRB's fiscal year 2022 Annual Report on Form 10-K and first and second quarter 2023 Quarterly Reports on Forms 10-Q. The documents in this category consist of non-privileged communications, or communications as to which BRB has determined to waive privilege, relating to the drafting and review of the Bank's public disclosures concerning credit quality, ACL methodology, and BridgeFin portfolio performance.
IV. Privilege Log Status
An updated cumulative privilege log accompanies this Third Production. The updated log reflects all documents withheld or redacted in connection with the First, Second, and Third Productions. BRB notes that certain communications with Caldwell Pratt & Stein LLP have been withheld on attorney-client privilege grounds — specifically, communications reflecting legal advice rendered by Caldwell Pratt & Stein regarding BRB's disclosure obligations, litigation risk assessments, and related legal analyses — and these communications are logged accordingly on the privilege log with the specific privilege basis identified.
BRB continues to reserve the right to supplement the privilege log in connection with subsequent rolling productions, and the FRE 502(d) protections set forth in the Production Protocol Letter remain in full force and effect.
V. Reservations and Confidentiality
BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena, in the Production Protocol Letter, and in the cover letters accompanying the First and Second Productions. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense.
BRB notes that investigative testimony subpoenas have been issued to Patricia Navarrete (subpoena dated November 22, 2023) and Naveen Chakravarti (subpoena dated December 5, 2023), and that BRB's document production is ongoing in parallel with the preparation for those testimony sessions. BRB will continue to prioritize the collection, review, and production of documents responsive to the Subpoena in advance of the scheduled testimony dates and will endeavor to produce documents relevant to the anticipated testimony topics on an expedited basis to the extent practicable.
BRB reiterates its request for confidential treatment of proprietary BridgeFin model documentation and renews all prior reservations.
•             
Please do not hesitate to contact me if you have any questions regarding this production or if you wish to discuss the sequencing of upcoming productions in relation to the scheduled testimony sessions.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner
Enclosures: Production Media (TIFF images, extracted text, load files) Updated Cumulative Privilege Log
cc:  Derek Sung, General Counsel, Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
February 1, 2024
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; Fourth Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write again on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation. This letter accompanies BRB's fourth rolling production of documents (the "Fourth Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947 and Document Subpoena No. HO-14287-001. This Fourth Production follows BRB's three prior rolling productions transmitted to the Staff on November 1, 2023, December 15, 2023, and January 8, 2024, respectively, and is made in accordance with the Production Protocol Letter dated October 20, 2023. We note that this Fourth Production represents the largest single production volume to date, reflecting the completion of processing and review of several significant data sets from BRB's enterprise systems.
I. Production Details
This Fourth Production consists of a total of 62,415 documents, Bates-stamped sequentially from BRB-SEC-143410 through BRB-SEC-205824. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata. Including this Fourth Production, BRB has now produced a cumulative total of 205,824 documents to the Staff.
II. Custodian Identification
The documents included in this Fourth Production were sourced from the files and electronic repositories of all previously identified custodians: Patricia Navarrete (CFO), Raymond Hu (CAO), Derek Sung (General Counsel/CLO), Naveen Chakravarti (SVP & Division Head, BridgeFin), Annette Kowalski (CRO), Marcus R. Ellingham (CEO), and Gwendolyn Prescott (Audit Committee Chair).
In addition, this Fourth Production includes a substantial volume of materials sourced from the following non-custodial enterprise sources:
•  BRB Enterprise Data Warehouse — including structured data extracts, automated reporting outputs, and archived datasets maintained in the Bank's centralized enterprise data platform; and
•  BridgeFin Technology Team System-Generated Reports — including automated loss-forecasting model outputs, model performance monitoring dashboards, system-generated exception reports, and technology infrastructure documentation related to the BridgeFin AI-driven underwriting platform.
These non-custodial sources were collected and processed in accordance with the agreed-upon search methodology, and source-level coding is reflected in the load file metadata.
III. Description of Document Categories
The documents included in this Fourth Production generally fall within the following categories:
(a) BridgeFin AI-driven underwriting model governance documents, including the Bank's model risk management framework documentation, model owner attestations, model inventory records, and documentation of model change management processes as they relate to the BridgeFin consumer lending underwriting model;
(b) Model Risk Management Committee meeting minutes and related materials, including presentations, discussion memoranda, and action-item tracking documents reflecting the Committee's oversight of the BridgeFin underwriting model and the CECL loss-estimation model during the relevant period;
(c) Detailed delinquency and charge-off data broken down by vintage cohort, including the underlying data and analytical workpapers supporting BRB's reported net charge-off rate of 2.14% and reported 90-plus-day delinquency rate of 1.72% for the BridgeFin portfolio as disclosed in the Bank's periodic filings with the Commission;
(d) Internal analyses of BridgeFin consumer personal-loan sub-segment credit quality trends, with particular focus on post-second quarter 2021 origination vintages, including analyses of early payment defaults, first-payment defaults, and credit migration patterns within these newer origination cohorts;
(e) Supporting data for re-aged loan classification decisions relating to the approximately 12,847 modified BridgeFin loans with an aggregate outstanding principal balance of approximately $236.4 million, including system-of-record documentation reflecting the specific modification and re-aging transactions, delinquency-clock reset entries, and loan-level classification histories;
(f) Communications between BridgeFin division personnel and BRB's enterprise risk management function regarding the treatment of delinquency-clock resets in connection with loan modifications, including internal policy discussions, management approvals, and correspondence concerning the impact of re-aging practices on reported delinquency and charge-off metrics.
IV. Privilege Log Status
An updated cumulative privilege log accompanies this Fourth Production. BRB notes that a significant volume of documents collected in connection with this Fourth Production has been withheld on the basis of the bank-examination privilege. These documents consist of materials prepared for, by, or in connection with examinations conducted by the Office of the Comptroller of the Currency ("OCC") in its supervisory capacity over BRB (OCC Charter No. 24891), including examination workpapers, examination reports, supervisory correspondence, and related materials. These documents are identified on the privilege log with the specific privilege basis of bank-examination privilege, and BRB has provided sufficient detail on the log to permit the Staff to evaluate the privilege assertions.
The updated cumulative privilege log also reflects additional documents withheld on attorney-client privilege and work-product grounds. The running total of documents on the privilege log has increased substantially in connection with this Fourth Production, and BRB will continue to supplement the log as necessary in connection with subsequent productions.
V. Reservations and Confidentiality
BRB expressly reserves all rights, objections, and defenses previously asserted, including those set forth in its response to the Subpoena, in the Production Protocol Letter, and in the cover letters accompanying the First, Second, and Third Productions. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense.
BRB renews its request for confidential treatment of all documents reflecting or describing BRB's proprietary BridgeFin AI-driven underwriting model, including in particular the model governance documentation, technical specifications, algorithmic design materials, model validation reports, and automated model outputs included in this Fourth Production. These materials are among the most competitively sensitive documents in BRB's possession, and BRB respectfully urges the Staff to maintain strict access controls with respect to these materials, consistent with the parties' agreement in the Production Protocol Letter.
BRB's production is continuing, and additional documents will be produced on a rolling basis.
•             
Please do not hesitate to contact me if you have any questions regarding this production.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner
Enclosures: Production Media (TIFF images, extracted text, load files) Updated Cumulative Privilege Log
cc:  Derek Sung, General Counsel, Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
February 15, 2024
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; Fifth Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write again on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation. This letter accompanies BRB's fifth rolling production of documents (the "Fifth Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947 and Document Subpoena No. HO-14287-001. This Fifth Production follows BRB's four prior rolling productions transmitted to the Staff on November 1, 2023, December 15, 2023, January 8, 2024, and February 1, 2024, respectively, and is made in accordance with the Production Protocol Letter dated October 20, 2023.
I. Production Details
This Fifth Production consists of a total of 39,881 documents, Bates-stamped sequentially from BRB-SEC-205825 through BRB-SEC-245705. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata. Including this Fifth Production, BRB has now produced a cumulative total of 245,705 documents to the Staff.
II. Custodian Identification
The documents included in this Fifth Production were sourced from the files and electronic repositories of all previously identified custodians. In addition, this Fifth Production includes a significant volume of documents sourced from the following:
•  Raymond Hu's Accounting Team — including members of the Bank's Chief Accounting Officer group responsible for ACL calculation, financial statement preparation, and related accounting analyses; and
•  BRB Financial Reporting Group — including personnel responsible for the preparation and review of the Bank's periodic reports filed with the Commission, SEC comment letter responses, and related financial disclosure workpapers.
Custodian and source-level coding for all documents is included in the load file metadata accompanying this production.
III. Description of Document Categories
The documents included in this Fifth Production generally fall within the following categories:
(a) Working papers and supporting schedules for BRB's ACL calculations as of December 31, 2022, March 31, 2023, and June 30, 2023, including detailed schedules reflecting the modeled loss estimates, qualitative factor adjustments, management overlays, and final ACL amounts by portfolio segment;
(b) Quarterly CECL model governance committee materials, including committee charters, meeting agendas, minutes, presentations, and action-item logs reflecting management's periodic review of the CECL model's performance, assumptions, and calibration;
(c) BRB's internal materiality analyses, including documentation of the Bank's quantitative materiality threshold calculations. BRB notes that the Bank applied a materiality threshold of 5% of pre-tax income for purposes of its financial reporting assessments during the relevant period. For fiscal year 2022, BRB reported pre-tax income of approximately $612 million, yielding a quantitative materiality threshold of approximately $30.6 million. The documents in this category include the Bank's materiality memoranda, SAB 99 qualitative factor analyses, and related management and auditor correspondence;
(d) Communications between Raymond Hu, Chief Accounting Officer, and Lorraine Dupont, the Whitfield Keane LLP audit engagement partner, regarding the Bank's ACL methodology, audit adjustments, and related matters. These communications consist of non-privileged audit-related business communications, including management representation correspondence, audit inquiry responses, and discussions of proposed audit adjustments to the Bank's ACL estimates;
(e) Supplemental BridgeFin credit-quality data responsive to specific follow-up requests made by the Staff during investigative testimony sessions conducted to date, including additional vintage-level performance data, cohort-specific roll-rate analyses, and updated delinquency trend reports.
IV. Privilege Log Status
An updated cumulative privilege log accompanies this Fifth Production. BRB notes that its privilege review of the remaining documents in the collection is substantially complete, and BRB anticipates that the privilege log accompanying the next scheduled production will constitute the final cumulative privilege log. BRB will continue to identify any additional documents subject to privilege claims and will include them on the final log.
The FRE 502(d) clawback protections set forth in the Production Protocol Letter remain in full force and effect, and BRB continues to reserve all rights with respect to privileged and protected materials.
V. Reservations and Confidentiality
BRB expressly reserves all rights, objections, and defenses previously asserted. The production of documents does not constitute a waiver of any applicable privilege, protection, objection, or defense.
BRB anticipates that it will complete its document production in one additional and final rolling production, which BRB currently expects to transmit to the Staff on or about March 1, 2024. BRB will provide the Staff with the final cumulative privilege log and a comprehensive production summary in connection with that final production. BRB remains committed to cooperating with the Staff's investigation and appreciates the Staff's patience as BRB has worked diligently to complete this substantial production.
•             
Please do not hesitate to contact me if you have any questions regarding this production or if you wish to discuss the timing and scope of the anticipated final production.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner
Enclosures: Production Media (TIFF images, extracted text, load files) Updated Cumulative Privilege Log
cc:  Derek Sung, General Counsel, Belmont Ridge Bank National Association
CALDERWOOD & HARKNESS LLP 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
March 1, 2024
VIA SECURE FILE TRANSFER AND FIRST-CLASS MAIL
Andrea Felton, Senior Staff Attorney Christopher Yuen, Staff Attorney Division of Enforcement U.S. Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549
Re: In the Matter of Belmont Ridge Bank National Association (Nasdaq: BRDG) — SEC Investigation File No. HO-14287; Sixth and Final Rolling Production of Documents Pursuant to Document Subpoena No. HO-14287-001
Calderwood & Harkness Matter No. SC-MAT-2023-4172
Dear Ms. Felton and Mr. Yuen:
We write on behalf of our client, Belmont Ridge Bank National Association ("BRB" or the "Bank"), in connection with the above-captioned investigation. This letter accompanies BRB's sixth and final rolling production of documents (the "Sixth Production" or "Final Production") made pursuant to the Formal Order of Investigation No. EN-2023-0947 and Document Subpoena No. HO-14287-001 (the "Subpoena"). This Final Production follows BRB's five prior rolling productions transmitted to the Staff on November 1, 2023, December 15, 2023, January 8, 2024, February 1, 2024, and February 15, 2024, respectively, and is made in accordance with the Production Protocol Letter dated October 20, 2023.
With this Final Production, BRB believes it has substantially completed its production obligations under the Subpoena, subject to the reservations and caveats set forth below. BRB appreciates the Staff's professionalism and constructive engagement throughout the production process, and BRB reaffirms its commitment to continued cooperation with the Staff's investigation.
I. Production Details
This Sixth and Final Production consists of a total of 38,912 documents, Bates-stamped sequentially from BRB-SEC-245706 through BRB-SEC-284617. The documents are produced in TIFF image format with extracted text, unitized and Bates-stamped in accordance with the Production Protocol Letter, and accompanied by load files and metadata.
Including this Final Production, BRB has produced a cumulative total of 284,617 documents across all six rolling productions, encompassing approximately 1.42 million pages of material. The following table provides a comprehensive summary of all productions made by BRB to the Staff in connection with the Subpoena:
II. Custodian Identification — Complete List
Set forth below is the complete list of all custodians and non-custodial sources from which documents were collected and produced across all six rolling productions:
Individual Custodians:
1.  Patricia Navarrete, Chief Financial Officer
2.  Raymond Hu, Chief Accounting Officer
3.  Derek Sung, General Counsel and Chief Legal Officer
4.  Naveen Chakravarti, Senior Vice President and Division Head, BridgeFin
5.  Annette Kowalski, Chief Risk Officer
6.  Marcus R. Ellingham, Chief Executive Officer
7.  Gwendolyn Prescott, Chair, Audit Committee of the Board of Directors
Non-Custodial Sources:
8.  BridgeFin Division Shared Drives
9.  BRB Enterprise Data Warehouse
10.  BRB Financial Reporting Group Files
11.  BRB Centralized Loan-Management System
Custodian and source-level coding for all 284,617 produced documents is reflected in the metadata fields of the load files delivered in connection with each rolling production.
III. Description of Document Categories in Final Production
The documents included in this Sixth and Final Production generally fall within the following categories:
(a) Remaining responsive documents from all custodians and non-custodial sources, including the final tranche of BridgeFin operational records that had been in the final stages of processing and review at the time of the Fifth Production. These materials include additional BridgeFin divisional correspondence, operational reports, and portfolio management documentation;
(b) Supplemental data extracts and responsive documents identified in connection with specific follow-up requests made by the Staff during the investigative testimony sessions of the following BRB personnel:
(i) Patricia Navarrete, Chief Financial Officer — testimony taken January 18, 2024; (ii) Naveen Chakravarti, SVP & Division Head, BridgeFin — testimony taken January 30, 2024; and (iii) Raymond Hu, Chief Accounting Officer — testimony taken February 14, 2024.
These supplemental materials include additional vintage-level data, re-aging transaction detail, ACL supporting workpapers, and related analytical materials specifically identified during the testimony sessions as potentially responsive to the Subpoena;
(c) Additional communications between BRB management and Whitfield Keane LLP, BRB's independent auditor (PCAOB Registration No. 2847), regarding the interim review procedures performed by Whitfield Keane in connection with BRB's first and second quarter 2023 Forms 10-Q, consisting of non-privileged audit-related business communications, management inquiry responses, and review-related correspondence.
IV. Final Cumulative Privilege Log
Delivered concurrently with this Final Production is BRB's final cumulative privilege log (the "Final Privilege Log"), which identifies a total of 1,847 documents that have been withheld in whole or redacted in part across all six rolling productions on the basis of one or more of the following privileges and protections:
•  Attorney-Client Privilege — communications between BRB personnel and counsel (including Calderwood & Harkness LLP, Caldwell Pratt & Stein LLP, and in-house counsel) reflecting the provision or receipt of legal advice in connection with matters related to the investigation;
•  Work-Product Doctrine — documents prepared by or at the direction of counsel in anticipation of litigation or regulatory proceedings, including investigative memoranda, analytical summaries, and litigation strategy materials; and
•  Bank-Examination Privilege — documents prepared for, by, or in connection with examinations conducted by the Office of the Comptroller of the Currency in its supervisory capacity over BRB (OCC Charter No. 24891), including examination reports, supervisory correspondence, examination workpapers, and related materials.
Each entry on the Final Privilege Log includes the following information: (i) the Bates number or unique document identifier assigned to the withheld or redacted document; (ii) the document date; (iii) the author; (iv) the recipient(s); (v) a description of the document type and general subject matter sufficient to assess the privilege claim; and (vi) the specific privilege or protection asserted. The Final Privilege Log is provided in Excel format for ease of the Staff's review, sorting, and analysis.
BRB offers to meet and confer with the Staff regarding any specific entries on the Final Privilege Log should the Staff have questions concerning or wish to challenge any of the privilege assertions contained therein. BRB is prepared to provide additional information or, where appropriate, to submit disputed documents for in camera review, in order to resolve any privilege disputes in a cooperative and efficient manner.
V. Reservations and Disclaimers
BRB expressly reserves all rights, objections, and defenses previously asserted in connection with the Subpoena and the investigation, including without limitation those set forth in:
(a) BRB's written response to the Subpoena dated October 22, 2023;
(b) The Production Protocol Letter dated October 20, 2023; and
(c) The cover letters accompanying each of BRB's six rolling productions.
The production of documents by BRB does not constitute, and shall not be deemed to constitute, a waiver of any applicable privilege, protection, objection, or defense, whether or not expressly stated herein or in any prior correspondence. BRB specifically reserves the right to assert any and all privileges, protections, and objections available to it under applicable law, including but not limited to the attorney-client privilege, the work-product doctrine, the bank-examination privilege, and any other applicable evidentiary or constitutional protections.
BRB further reserves the right to supplement or correct the production if additional responsive documents are identified hereafter, whether through the identification of additional custodial or non-custodial sources, the resolution of technical processing issues, or otherwise. BRB does not represent or warrant that the production is exhaustive of all potentially responsive materials, but BRB does affirm that it has conducted a reasonable and diligent search as described in the Certification of Completeness below.
BRB reiterates its request, as set forth in the Production Protocol Letter and renewed in each prior cover letter, that the Staff accord confidential treatment to all documents reflecting or describing BRB's proprietary BridgeFin AI-driven underwriting model, including model architecture documentation, algorithmic specifications, training data descriptions, model validation analyses, and automated model outputs. As previously represented, these materials constitute highly sensitive trade secrets and proprietary commercial information the disclosure of which would cause substantial and irreparable competitive harm to BRB. BRB respectfully requests that the Staff continue to restrict access to such materials to authorized Commission personnel, consistent with the Staff's prior acknowledgment of this request in the Production Protocol Letter.
BRB confirms its continued cooperation with the Staff's investigation. BRB remains available to discuss any questions the Staff may have regarding the produced documents, the privilege log, or any other aspect of BRB's response to the Subpoena.
VI. Certification of Completeness
Based on a reasonable and good-faith search of custodial and non-custodial sources, conducted in accordance with the agreed-upon search methodology set forth in the Production Protocol Letter — including the identified custodians, the agreed-upon date ranges, and the negotiated keyword search terms and their Boolean connectors — BRB believes that its production of documents in response to the Subpoena is substantially complete as of the date of this Final Production. BRB has made diligent efforts to identify, collect, process, review, and produce all non-privileged documents within its possession, custody, or control that are responsive to the specifications set forth in the Subpoena.
BRB does not warrant that every potentially responsive document has been identified or produced. The volume and complexity of the relevant data sources, the breadth of the Subpoena specifications, and the practical limitations inherent in any large-scale document review and production effort necessarily entail the possibility that some responsive materials may not have been captured by the agreed-upon search methodology. Notwithstanding these inherent limitations, BRB represents that it has conducted a diligent, thorough, and reasonable search and has produced documents in good faith and in a manner consistent with its obligations under the Subpoena and applicable law.
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We trust that the Staff will find the production complete and the accompanying materials in order. Please do not hesitate to contact me at (212) 558-4100 or vchambers@calderwoodharkness.com if you have any questions regarding this Final Production, the Final Privilege Log, or any other aspect of BRB's production. We remain available to meet and confer at the Staff's convenience.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Victoria Chambers Partner 425 Lexington Avenue, 30th Floor New York, New York 10017 Telephone: (212) 558-4100 vchambers@calderwoodharkness.com
Enclosures: Production Media (TIFF images, extracted text, load files) Final Cumulative Privilege Log (Excel format)
cc:  Derek Sung, General Counsel Belmont Ridge Bank National Association 200 Park Avenue South, 38th Floor New York, New York 10003
Item | Detail
Production Number | First Rolling Production
Production Date | November 1, 2023
Number of Documents | 48,212
Bates Range | BRB-SEC-000001 – BRB-SEC-048212
Format | TIFF images with extracted text, load files, and metadata
Cumulative Documents Produced | 48,212
Production | Date | Documents | Bates Range
First | November 1, 2023 | 48,212 | BRB-SEC-000001 – BRB-SEC-048212
Second | December 15, 2023 | 53,890 | BRB-SEC-048213 – BRB-SEC-102102
Cumulative Total | 102,102 | BRB-SEC-000001 – BRB-SEC-102102
Production | Date | Documents | Bates Range
First | November 1, 2023 | 48,212 | BRB-SEC-000001 – BRB-SEC-048212
Second | December 15, 2023 | 53,890 | BRB-SEC-048213 – BRB-SEC-102102
Third | January 8, 2024 | 41,307 | BRB-SEC-102103 – BRB-SEC-143409
Cumulative Total | 143,409 | BRB-SEC-000001 – BRB-SEC-143409
Production | Date | Documents | Bates Range
First | November 1, 2023 | 48,212 | BRB-SEC-000001 – BRB-SEC-048212
Second | December 15, 2023 | 53,890 | BRB-SEC-048213 – BRB-SEC-102102
Third | January 8, 2024 | 41,307 | BRB-SEC-102103 – BRB-SEC-143409
Fourth | February 1, 2024 | 62,415 | BRB-SEC-143410 – BRB-SEC-205824
Cumulative Total | 205,824 | BRB-SEC-000001 – BRB-SEC-205824
Production | Date | Documents | Bates Range
First | November 1, 2023 | 48,212 | BRB-SEC-000001 – BRB-SEC-048212
Second | December 15, 2023 | 53,890 | BRB-SEC-048213 – BRB-SEC-102102
Third | January 8, 2024 | 41,307 | BRB-SEC-102103 – BRB-SEC-143409
Fourth | February 1, 2024 | 62,415 | BRB-SEC-143410 – BRB-SEC-205824
Fifth | February 15, 2024 | 39,881 | BRB-SEC-205825 – BRB-SEC-245705
Cumulative Total | 245,705 | BRB-SEC-000001 – BRB-SEC-245705
Production | Date | Documents | Bates Range
First | November 1, 2023 | 48,212 | BRB-SEC-000001 – BRB-SEC-048212
Second | December 15, 2023 | 53,890 | BRB-SEC-048213 – BRB-SEC-102102
Third | January 8, 2024 | 41,307 | BRB-SEC-102103 – BRB-SEC-143409
Fourth | February 1, 2024 | 62,415 | BRB-SEC-143410 – BRB-SEC-205824
Fifth | February 15, 2024 | 39,881 | BRB-SEC-205825 – BRB-SEC-245705
Sixth | March 1, 2024 | 38,912 | BRB-SEC-245706 – BRB-SEC-284617
Total | 284,617 | BRB-SEC-000001 – BRB-SEC-284617