2 N. LaSalle St.

Suite 1400

Chicago, IL 60602

VIA ELECTRONIC MAIL

August 14, 2019

Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, DC 20581

Re: Seed SEF LLC Rule Submission – Updating the Seed SEF Rulebook (SCXS Submission 

#19-002)

Dear Mr. Kirkpatrick:

Pursuant to section 5c(c)(1) of the Commodity Exchange Act, as amended (the “Act”), and § 40.6(a) of the 

regulations promulgated by the Commodity Futures Trading Commission (“CFTC” or the “Commission”) 

under the Act, Seed SEF LLC (“Seed SEF” or “SCXS”) hereby submits the following rule changes, which 

will become effective on August 28, 2019. In addition to making clerical and typographical corrections and 

improvements, Seed SEF is making the following changes to the Seed SEF Rulebook (the “Rulebook”):

• Rule 101 (Definitions)

o This rule is being amended to add various definitions that will be used within contract 

specifications for products to be listed on Seed SEF.

o This rule is also being amended to simply the definition of “Public Director” to conform to 

the requirements prescribed by CFTC Regulation 1.64 for the governing board of every 

self-regulatory organization registered with the CFTC. 

• Rule 202 (Board)

o This rule is being amended to (i) reduce the minimum number of Public Directors required 

to serve on the Board from two to one, and (ii) eliminate the additional requirements for a 

Public Director prescribed for DCMs.

• Rule 203 (Nominating Committee of the Board) 

o This rule is being amended to (i) reduce the number of Directors comprising the Nominating 

Committee from three to two, and (ii) eliminate the requirement that two members of the 

Committee be Public Directors.

• Rule 303 (Criteria for Becoming a Participant)

o This rule is being amended to permit affiliates of Seed SEF, other than its officers, directors, 

and employees, to be eligible for admission as a SEF Participant. 

• Rule 314 (Liquidity Provider Program) 

o This rule is being amended to change the name of the Market Maker Program to “Liquidity 

Provider Program.”

• Rule 604 (Trading on the CLOB)

o This rule is being amended to remove the requirement that market participants must have 

executed a bilateral credit arrangement with the counterparty in order for the participant’s 

CLOB orders to be executable against such counterparty. 

• Chapter 7 (Contract Settlement)
o This chapter is being amended to provide the settlement terms for Transactions executed 

on Seed SEF

• Chapter 9 (Arbitration)

o Proposed new rules that would simplify the procedure for arbitration claims submitted to 

the SEF by replacing the current requirements of an arbitration panel of three or more 

individuals provided by the SEF with a single arbitrator appointed by the American 

Arbitration Association. 

Seed SEF certifies that the proposed rule amendments comply with the Act and Commission regulations 

thereunder. The proposed rule amendments support Core Principle 2 in that they establish the rules related 

to trading swaps listed on the SEF. Seed SEF certifies that it has posted a copy of this submission letter 

and Exhibit A on Seed SEF’s publicly available website here: https://seedcx.zendesk.com. Seed SEF is not 

aware of any substantive opposing views to the proposed rule amendments. 

* * *

If you have any questions or comments related to this filing, please feel free to contact me by telephone at 

(855) 744-7333 Ext: 108 or through e-mail at waseem@seedcx.com. 

Respectfully Submitted,

Waseem Barazi

Chief Compliance Officer and General Counsel

Seed SEF LLC

waseem@seedcx.com

(855) 744-7333 Ext: 108
EXHIBIT A

See Attached
Exhibit M .

SEF Rulebook
Exhibit MCurrent SEF Rulebook

Table of Contents – 2

Table of Contents

CHAPTER 1: DEFINITIONS............................................................................................................................ 6

Rule 101. Definitions........................................................................................................................................ 6

Rule 102. Rules of Construction .................................................................................................................... 12

CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE............................................................................... 13

Rule 201. Ownership ..................................................................................................................................... 13

Rule 202. Board ............................................................................................................................................. 13

Rule 203. Nominating Committee of the Board ............................................................................................. 14

Rule 204. Ineligibility to Serve on Boards and Committees ........................................................................... 14

Rule 205. Management.................................................................................................................................. 15

Rule 206. Committees ................................................................................................................................... 15

Rule 207. Regulatory Oversight Committee .................................................................................................. 16

Rule 208. Chief Compliance Officer............................................................................................................... 16

Rule 209. Conflicts of Interest of Named Persons ......................................................................................... 17

Rule 210. Emergency Actions........................................................................................................................ 18

Rule 211. Conflicts of Interest in Emergencies .............................................................................................. 19

Rule 212. Reporting to the CFTC .................................................................................................................. 19

Rule 213. Information Sharing Agreements................................................................................................... 20

Rule 214. Dissemination of Transaction Data................................................................................................ 20

Rule 215. Use of Certain Property and Data ................................................................................................. 20

Rule 216. Improper Use or Disclosure of Material Non-Public Information ................................................... 21

CHAPTER 3: PARTICIPANT ACCESS ........................................................................................................ 22

Rule 301. Applicability of Rules; Jurisdiction ................................................................................................. 22

Rule 302. Impartial Access ............................................................................................................................ 22

Rule 303. Criteria for Becoming a Participant................................................................................................ 22

Rule 304. Authorized Traders ........................................................................................................................ 23

Rule 305. Application, Withdrawal and Termination of Status ....................................................................... 23

Rule 306. Participant User Administrators ..................................................................................................... 24

Rule 307. Trading Privileges.......................................................................................................................... 24

Rule 308. Dues, Assessments and Fees....................................................................................................... 25

Rule 309. General Notices to Participants ..................................................................................................... 25

Rule 310. Communications Between Seed SEF and Participants................................................................. 25

Rule 311. Recording of Communications ...................................................................................................... 25

Rule 312. Compliance with the Commodity Exchange Act............................................................................ 26

Rule 313. Legal Certainty for Seed SEF Trades............................................................................................ 26

Rule 314. Market MakerLiquidity Provider Program ...................................................................................... 26

Rule 315. Independent Software Vendor....................................................................................................... 26

Rule 316. Sponsored Access......................................................................................................................... 27

CHAPTER 4: OBLIGATIONS OF PARTICIPANTS...................................................................................... 29

Rule 401. Duties of Participants..................................................................................................................... 29

Rule 402. Required Disclosures .................................................................................................................... 29

Rule 403. Right of Inspection......................................................................................................................... 30

Rule 404. Minimum Financial and Related Reporting Requirements ............................................................ 30

Rule 405. Customers ..................................................................................................................................... 30

Rule 406. Trading Limitations, Termination, Suspension .............................................................................. 31

Rule 407. Access to Position Information ...................................................................................................... 31

Rule 408. CTI Code ....................................................................................................................................... 31

Rule 409. Books and Records ....................................................................................................................... 32

Rule 410. Information Regarding Orders[Reserved].................................................................................. 3232

Rule 411. Authority to Impose Restrictions.................................................................................................... 33

Rule 412. Participant Treatment of Customer Funds and Securities............................................................. 33

Rule 413. Disclosure Requirements .............................................................................................................. 33

CHAPTER 5: SEED SEF SERVICES ........................................................................................................... 34

Rule 501. Real-Time Public Reporting........................................................................................................... 34

Rule 502. Regulatory Reporting..................................................................................................................... 35
Exhibit MCurrent SEF Rulebook

Table of Contents – 3

Rule 503. Maintenance of Books and Records by Seed SEF ....................................................................... 37

Rule 504. Transaction Confirmations............................................................................................................. 37

Rule 505. Audit Trail Program........................................................................................................................ 38

Rule 506. Monitoring of Trading and Trade Processing ................................................................................ 39

Rule 507. Use of Data Collected from Participants........................................................................................ 39

Rule 508. Publication of Trading Information................................................................................................. 39

Rule 509. Error Trade Review and Notification of Action Taken.................................................................... 39

Rule 510. Error Trade Cancellation and Adjustment ..................................................................................... 40

Rule 511. Swap Contract Specifications........................................................................................................ 40

Rule 512. Clearing of Transactions................................................................................................................ 40

CHAPTER 6: TRADING PRACTICES AND BUSINESS CONDUCT........................................................... 41

Rule 601. Scope ............................................................................................................................................ 41

Rule 602. Procedures .................................................................................................................................... 41

Rule 603. Seed Business Days and Trading Hours....................................................................................... 41

Rule 604. Trading on the CLOB..................................................................................................................... 41

Rule 605. Orders............................................................................................................................................ 42

Rule 606. Order Entry .................................................................................................................................... 42

Rule 607. Pre-Execution Communications and Pre-Discussed Trades......................................................... 43

Rule 608. Block Trades.................................................................................................................................. 43

Rule 609. [Reserved] ..................................................................................................................................... 44

Rule 610. [Reserved] ..................................................................................................................................... 44

Rule 611. Position Limits or Position Accountability ...................................................................................... 44

Rule 612. Supervision.................................................................................................................................... 44

Rule 613. Rule Violations............................................................................................................................... 44

Rule 614. Aggregation Prohibited .................................................................................................................. 44

Rule 615. Allocation of Orders Prohibited...................................................................................................... 44

Rule 616. Fictitious, Wash or Non-Competitive Transactions Prohibited ...................................................... 45

Rule 617. Manipulation and Fraudulent Conduct Prohibited ......................................................................... 45

Rule 618. Market Disruption and Disruptive Trading Practices Prohibited .................................................... 45

Rule 619. Abusive Trading Practices Prohibited............................................................................................ 46

Rule 620. Withholding Orders Prohibited....................................................................................................... 46

Rule 621. Priority of Customers’ Orders ........................................................................................................ 46

Rule 622. Trading Ahead or Against Customers’ Orders............................................................................... 46

Rule 623. Simultaneous Buy and Sell Order for Different Beneficial Owners................................................ 47

Rule 624. Disclosing Orders Prohibited ......................................................................................................... 47

Rule 625. Mishandling of Customer Orders................................................................................................... 47

Rule 626. Misuse of the Platform................................................................................................................... 47

Rule 627. Prohibition of Misstatements ......................................................................................................... 47

Rule 628. Acts Detrimental to Welfare of Seed SEF Prohibited .................................................................... 47

CHAPTER 7: CLEARINGCONTRACT SETTLEMENT ................................................................................ 48

Rule 701. [RESERVED] Settlement Schedule............................................................................................... 48

Rule 702. Additional Settlement Rules for Options........................................................................................ 48

Rule 703. Transfers ....................................................................................................................................... 48

Rule 704. Default ........................................................................................................................................... 48

CHAPTER 8: DISCIPLINARY RULES.......................................................................................................... 50

Rule 801. General.......................................................................................................................................... 50

Rule 802. Notice of Charges.......................................................................................................................... 52

Rule 803. Answer to Notice of Charges; Reply.............................................................................................. 52

Rule 804. Settlement of Charges................................................................................................................... 53

Rule 805. Disciplinary Panel .......................................................................................................................... 53

Rule 806. Hearing (Disciplinary Procedures &and Sanctions)....................................................................... 54

Rule 807. Respondent Review of Evidence................................................................................................... 54

Rule 808. Conducting Hearings ..................................................................................................................... 54

Rule 809. Decision of Disciplinary Panel ....................................................................................................... 55

Rule 810. Sanctions; Expenses ..................................................................................................................... 55

Rule 811. Summary Fines ............................................................................................................................. 56

Rule 812. Effective Date of Penalties ............................................................................................................ 56

Rule 813. Publication and Written Notice of Disciplinary Actions .................................................................. 56

Rule 814. Participant Responsibility Actions.................................................................................................. 57
Exhibit MCurrent SEF Rulebook

Table of Contents – 4

CHAPTER 9: ARBITRATION........................................................................................................................ 58

Rule 901. JurisdictionDisputes subject to Arbitration................................................................................. 5858

Rule 902. Definitions...................................................................................................................................... 58

Rule 903. Quorum and Disqualification ......................................................................................................... 60

Rule 904. Procedure ...................................................................................................................................... 59

Rule 905. Withdrawal of Claims..................................................................................................................... 63

Rule 906. Modification of903. Arbitration Award............................................................................................ 63

Rule 907. Compensation of Arbitrators.......................................................................................................... 64

Rule 908. Failure to Comply with Award.................................................................................................... 6459

CHAPTER 10: MISCELLANEOUS ............................................................................................................... 65

Rule 1001. Governing Law ............................................................................................................................ 65

Rule 1002. Transaction Terms....................................................................................................................... 65

Rule 1003. Limitation on Liability ................................................................................................................... 65

Rule 1004. Limitation on Damages................................................................................................................ 66

Rule 1005. Indemnification ............................................................................................................................ 66

Rule 1006. Disclaimer of Warranties ............................................................................................................. 66

Rule 1007. Suspension and Waiver of Rules ................................................................................................ 67

Rule 1008. Forms; Transmission of Data ...................................................................................................... 67

Rule 1009. Amendments to the Rules ........................................................................................................... 67

Rule 1010. Confidentiality .............................................................................................................................. 67

Rule 1011. Arbitration and Venue.................................................................................................................. 68

CHAPTER 11: CONTRACT SPECIFICATIONS ......................................................................................... 69

Rule 1101. [Reserved] ................................................................................................................................... 69
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 5

BY ACCESSING, OR ENTERING ANY ORDER INTO, THE PLATFORM, AND WITHOUT ANY NEED FOR

ANY FURTHER ACTION, UNDERTAKING OR AGREEMENT, ANY PARTICIPANT, SUPERVISED PERSON

OF A PARTICIPANT, AUTHORIZED TRADER AND ANY MARKET PARTICIPANT THAT DIRECTLY OR

INDIRECTLY AFFECTS A TRANSACTION ON SEED SEF AGREES TO (A) BE BOUND BY AND COMPLY

WITH THE RULES OF SEED SEF LLC AND APPLICABLE LAW; (B) BECOME SUBJECT TO THE

JURISDICTION OF SEED SEF LLC WITH RESPECT TO ANY AND ALL MATTERS ARISING FROM,

RELATED TO, OR IN CONNECTION WITH, THE STATUS, ACTIONS OR OMISSIONS OF SUCH PERSON,

AND (C) ASSIST SEED SEF LLC IN COMPLYING WITH ITS LEGAL AND REGULATORY OBLIGATIONS,

COOPERATE WITH SEED SEF LLC AND THE COMMODITY FUTURES TRADING COMMISSION IN ANY

INQUIRY, INVESTIGATION, AUDIT, EXAMINATION OR PROCEEDING, AND AUTHORIZES THE

PLATFORM TO PROVIDE INFORMATION REGARDING IT TO THE COMMODITY FUTURES TRADING

COMMISSION OR TO ANY SELF REGULATORY ORGANIZATION.
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 6

CHAPTER 1: DEFINITIONS

Rule 101. Definitions

Except where the context requires otherwise, as used herein, (i) use of the singular shall include the plural

and vice versa; (ii) the term "include" means "include without limitation"; (iii) reference to the masculine,

feminine or neuter gender includes each other gender; (iv) any reference to a number of days shall mean

calendar days unless business days are specified; (v) any reference to a time shall mean the local time in

Chicago, IL unless otherwise specified; (vi) any reference to dollars, $ or USD shall mean U.S. dollars; (vii)

any reference to a Rule, Chapter, Appendix or Exhibit refers to a Rule, Chapter, Appendix or Exhibit of these

Rules; and (viii) any reference to these Rules, and the words herein, hereof, hereto and hereunder and words

of similar import refer to these Rules as a whole and not to any particular Rule.

The following terms shall have the following meanings when used herein:

AAA Rules means the American Arbitration Association.

Admin Activity has the meaning set forth in Rule 1011306.

Account means a segmented ledger used to track SEF Activity under a Participant for a particular purpose,

Customer, strategy, or any other reason as desired by the Participant.

Advisory Committees has the meaning set forth in Rule 206.

Affiliate means with respect to any Person, any Person who, directly or indirectly through one or more

intermediaries, Controls, is Controlled by, or is under common Control with such other Person.

Alleged Error Trade has the meaning set forth in Rule 509.

Allowable Claim means a claim for losses arising directly from or relating to a Transaction. An Allowable

Claim shall not include legal or other incidental expenses incurred in connection with any such losses or with

the events giving rise to any such losses.

Applicable Law means, with respect to any Person, any statute, law, regulation, rule or ordinance of any

governmental or Self-Regulatory Organization applicable to such Person, including the CEA and CFTC

Regulations.

Appropriate Minimum Block Size means the minimum notional or principal amount or number of contracts

for a category of swaps that qualifies a swap within such category as a Block Trade or large notional off-facility

swap.

Arbitration Rules means the rules set forth in this Chapter 9.

Authorized Representative means any Person who is authorized by another Person to represent such

Person in matters related to Seed SEF.

Authorized Trader means any natural person who (i) has Trading Access to the Platform using a Participant

ID and (ii) is assigned a valid User ID.

Block Trade means a privately negotiated swap that (i) meets the criteria set forth in CFTC Regulation 43.2

and (ii) is executed away from the Platform in accordance with Seed SEF Rules and Applicable Law.

Board means the Board of Directors of Seed SEF, which manages Seed SEF and is constituted from time to

time in accordance with the Seed SEF LLC Agreement.

Broker means an Authorized Trader who acts on behalf of a Participant to execute a Block Trade or enter an

Order into the Platform.

Business Day means the 24-hourany day, on all days except Saturdays, Sundays and legal holidays, in

Chicago, Illinois, or the location of the reporting party.

CCO or Chief Compliance Officer means the individual appointed by the President as Seed SEF’s chief

compliance officer.

CEA or Commodity Exchange Act means the Commodity Exchange Act, as amended from time to time.
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 7

CFTC or Commission means the U.S. Commodity Futures Trading Commission or any successor regulatory

body.

CFTC Regulations means the rules and regulations promulgated by the CFTC, as amended, as well as any

guidance, no-action letters or other form of interpretation issued by the CFTC.

Claim or Grievance means any dispute which arises out of or relating to Transactions subject to the Rules

by or through a Participant, which dispute does not require for adjudication the presence of essential witnesses

or third parties over whom Seed SEF does not have jurisdiction or who are otherwise not available. The term

“Claim or Grievance” shall not include any claim or grievance against Seed SEF.

Claimant means a Person who asserts a Claim pursuant to Chapter 9.

CLOB means an Order Book that will match Orders pursuant to pre-determined, non-discretionary methods

specified in Rule 604.

Confirmation has the meaning set forth in Rule 504.

Confirmation Data has the meaning set forth in CFTC Regulation § 45.1 or any successor regulation thereto.

Contract means any Swap listed for trading on the Platform pursuant to Seed SEFthe Rules.

Contract Specifications means the specified terms and conditions for each Contract as set forth in Chapter

11 and beyond.

Compliance Department means all SEF Officials and/or agents of SEF (including any Regulatory Services

Provider) that assist Seed SEF with the implementation, surveillance and enforcement of Seed SEF Rules

and other Obligations.

Continuation Data has the meaning ascribed to the term "Required Swap Continuation Data" in CFTC

Regulations 45.1 and 45.4 and as provided in Rule 502(b).

Control means, the possession, direct or indirect, of the power to direct or cause the direction of the affairs

or management of a Person, whether through the ownership of securities, as trustee, personal representative

or executor, by contract, credit arrangement or otherwise.

Counterparty means the other party to a Transaction with a Participant whose Legal Entity Identifier (LEI) is

reported by the Platform to an SDR as a .

Counterparty to a trade Agreements means the agreements negotiated between pairs of Participants

governing Transactions they enter into with each other and existing at the time of Execution, including without

limitation ISDA Master Agreements, other master agreements, term supplements, master confirmation

agreements, and industry definitions incorporated therein. Each Counterparty Agreement shall specify, among

other things, how obligations are calculated and by whom.

Creation Data has the meaning ascribed to the term "Required Swap Creation Data" in CFTC Regulation §

45.1 and as provided in Rule 502(a).

CTI Code means or Customer Type Indicator, which Code has the meaning set forth in CFTC Regulation §

1.35(e), and identifies the type of account.).

Customer means a Person that is (i) an Eligible Contract Participant, and (ii) has authorized a Participant to

transmit Orders on its behalf or is authorized by a Participant to directly transmit Orders to Seed SEF through

the Participant’s Trading Privileges.

DCM or Designated Contract Market means a board of trade that has been designated as a contract market,

which has by the meaning set forth inCFTC pursuant to CEA section 5, and any Commission regulation

implementing that Section.

DCO means a derivatives clearing organization which or Derivatives Clearing Organization has the meaning

set forth in CEA section 1a(9), and any Commission regulation implementing15).

Daily Settlement Price means the settlement price for a Swap calculated by or on behalf of Seed SEF in

accordance with the Contract Specifications.

Default Amount means, for a Defaulting Participant, the payment amount that Section, including, without

limitation, CFTC Regulation § 39.5has not been met for one of its Transaction Obligations. It is the difference

between the Defaulting Participant's total Initial Margin Obligation, Variation Margin Obligation or Final

Settlement Obligation and the amount that is available for settlement or that is successfully settled.
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 8

Default Event has the meaning set forth in Rule 704.

Default Final Settlement Obligation is the Final Settlement Obligation for a physically-settled Transaction in

which one or more Counterparties have defaulted, calculated in an Emergency using the Default Settlement

Price and the Default Quantity. It is equal to the product of the Default Quantity and the difference between

the Execution Price and the Default Settlement Price, where: 1. if the Execution Price is greater than the

Default Settlement Price, the long Participant would owe the short Participant the Default Final Settlement

Obligation; and 2. if the Execution Price is less than the Default Settlement Price, the short Participant would

owe the long Participant the Default Final Settlement Obligation.

Default Quantity means: 1. for a Defaulting Participant that is a a physical short, the difference between the

Defaulting Participant's total Final Settlement Obligation and the amount that they have available for delivery

or that is successfully settled; and 2. for a Defaulting Participant that is a physical long, the difference between

the Transaction quantity that can be purchased at the Transaction price and the quantity that cannot be

purchased at the Transaction price due the Participant defaulting on its Final Settlement Obligation.

Default Settlement Price is the settlement price calculated by Seed SEF in a default as authorized in Rule

210.2.f.

Defaulting Participant has the meaning set forth in Rule 704.

Director means any member of the Board.

Disciplinary Action means a disciplinary proceeding, summary imposition of fines, summary suspension or

other summary action.

Disciplinary Panel means the panel appointed pursuant to Rule 805 to conduct hearings in connection with

disciplinary proceedings (other than summary impositions of fines pursuant to Rule 811), to make findings,

render decisions, and impose sanctions pursuant to Chapter 8 of the Rules. The Disciplinary Panel must meet

the composition requirements set forth in Part 40 of the CFTC Regulations and the composition requirements

set forth in Rule 805.

ECP or Eligible Contract Participant means an eligible contract participant as defined in CEA Sectionsection

1a(18).

Emergency means any occurrence or circumstance that, in the opinion of the Board, or a Person or Persons

duly authorized to issue such an opinion on behalf of the Board under circumstances and pursuant to

procedures that are specified, requires immediate action and threatens or may threaten such things as the

fair and orderly trading in, or the liquidation of or delivery pursuant to, any agreements, contracts, swaps or

transactions or the timely collection and payment of funds including: (a) any manipulative or attempted

manipulative activity; (b) any actual, attempted or threatened corner, squeeze, congestion or undue

concentration of positions; (c) any circumstances which may materially affect the performance of agreements,

contracts, swaps or transactions, including failure of the payment system or the bankruptcy or insolvency of

any Participant; (d) any action taken by any Governmental Agency, or any other registered entity, board of

trade, market or facility which may have a direct impact on trading and settlement; and (e) any other

circumstance which may have a severe, adverse effect upon the functioning of SEF.

Emergency Action means temporary emergency procedures and rules implemented pursuant to Rule 210.

End-User means a Participant that (i) is not a "financial entity" as defined in CEA Sectionsection 2(h)(7)(C)(i),

(ii) is using the transaction to hedge or mitigate commercial risk as defined in CFTC Regulation § 50.51(b),

and (iii) provides or causes to be provided to a registered SDR or, if no registered SDR is available, the

Commission, the information specified in CFTC Regulation § 50.50(b) or any successor regulation thereto.).

Error Trade has the meaning ascribed to such term in Rule 509.

Execution means an agreement by the parties (whether orally, in writing, electronically, or otherwise) to the

terms of a SwapContract that legally binds the parties to such swapContract terms under applicable

lawApplicable Law.

Final Settlement Obligations means any and all physical and cash obligations outstanding due to

Transactions that have matured, been terminated or exercised.

Force Majeure Event means a delay or failure that is the result of an act of God, lightning, earthquake, fire,

epidemic, landslide, drought, hurricane, tornado, storm, explosion, flood, nuclear radiation, act of a public

enemy or blockade, insurrection, riot or civil disturbance, strike or labor disturbance, or any other cause

beyond Seed SEF's reasonable control (whether or not similar to any of the foregoing).
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 9

FCM or Futures Commission Merchant has the meaning set forth in CEA Sectionsection 1a(28) and the

CFTC's rules promulgated thereunder. ).

Government Agency or Regulatory Agency means any governmental entity (includingagency of the United

States, a State,state or a foreign government agency or instrumentality). .

IB or Introducing Broker has the meaning set forth in CEA section 1a(31) and CFTC Regulation 1.3(mm).

In-The-Money has the meaning set forth in CFTC Regulation 1.3(mm) and CEA Section 1a(31).Rule 703.

Initial Margin means the collateral that has been posted by a Participant for a Transaction.

Initial Margin Requirement means the collateral that must be posted to open one Contract, calculated in

accordance with Contract Specifications.

Initial Margin Obligation means the collateral amount that must be posted or collected due to a Transaction

in a Contract, calculated in accordance with Contract Specifications.

ISV means an independent software vendor.

Last Trading Date means the last date on which Participants may trade a Contract, as specified in the

Contract Specifications.

Legal Entity Identifier or LEI has the meaning set forth in Part 45 of the CFTC Regulations.

Major Swap Participant has the meaning set forth in CEA Sectionsection 1a(33).

Matching Rule Rules means the rules that govern the priority in which orders will be executed on Seed SEF.

NFA means the National Futures Association, which is registered with the CFTC as a registered futures

association pursuant to CEA section 17.

Non-Defaulting Participant is the Counterparty to a Transaction with a Defaulting Participant which is not

itself a Defaulting Participant.

Notice to Participants means a communication sent by or on behalf of Seed SEF to all Participants as

described in Rule 309.

Obligation means each Seed SEF Rule, order or procedure issued by Seed SEF, including Notice to

Participants, and other requirements implemented by Seed SEF under Seed SEFthe Rules.

Officer shall have the meaning attributed to such termmeanings forth in Rule 204(a).

Order means (i) a response to a resting quote, (ii) the display of a quote on an Order Book, (iii) a firm offer to

enter intoexecute a SwapTransaction, or (iv) any bid or offer for a Contract on the Platform, which includes

any modification or cancellation of such bid or offer.

Order Book means one or more trading methods operated by Seed SEF that constitute an “order book” as

definedhas the meaning set forth in CFTC Regulation 37.3(a)(3) (or any successor regulation).

Participant means any Person that has signed the Participant Documentation and has been granted, and

continues to have, Trading Privileges under Seed SEFthe Rules. Subject to Applicable Law, a Participant may

trade for its own proprietary account of Trading Account or for or on behalf of a Customer. Depending on the

context, the term Participant may include Sponsored Participant, Sponsoring Participant andor Authorized

Trader. An ISV cannot be a Participant.

Participant Administrator means the individual or individuals designated to perform Admin Activity for a

Participant.

Participant Documentation means the agreements or other documentation that Seed SEF may require a

Participant to execute or provide to Seed SEF in order to have access to Seed SEF for purposes of executing

Transactions, in the form specified by Seed SEF from time to time.

Participant ID means each unique identifier assigned to a Participant by Seed SEF for access to the SEF.

Participant User Administrator means the individual or individuals designated as such pursuant to Rule 306.

Permitted Transaction means a transaction other than a Required Transaction.

Person means a natural person or an entity.

Platform means Seed SEF's electronic trading facility and interface operated by Seed SEF, as a Swap

Execution Facility.
© 2017 Seed SEF LLC

CHAPTER 1: DEFINITIONS – 10

Pre-Execution Communication means a communication between two Persons for the purpose of discerning

interest in the execution of a Swap prior to execution of the Swap on Seed SEF, including any communication

that involves discussion of the size, side of the market, or price of an Order or a potentially forthcoming Order,

provided that any communication between two Persons that involves an agreement between the parties to a

Swap that legally binds the parties to such Swap shall not be considered Pre-Execution Communication.

President means the individual appointed by the Board as Seed SEF's president.

Primary Economic Terms has the meaning set forth in CFTC Regulation § 45.1 or any successor regulation

thereto.

Primary Economic Terms Data means all of the data elements necessary to fully report all of the primary

economic terms of a swap in the swap asset class of the swap in question has the meaning set forth in CFTC

Regulation 45.1.

Public Director means a Director that has been found on the record by the Board to have no material

relationship with Seed SEF or any of its Affiliates and that satisfies the requirements for a "public director" as

defined in Part 40 of the CFTC regulations.

Public Director means a Director: (a) who is knowledgeable of swaps trading or financial regulation or are

otherwise capable of contributing to Board deliberations; and (b) who is not (i) a Participant, (ii) an officer,

principal or employee of a Participant, (iii) a currently salaried employee of Seed SEF, or (iv) primarily

performing services for Seed SEF in a capacity other than as a member of the Board.

Regulatory Agency means any regulatory authority of the United States, a state, or a foreign government.

Reporting Counterparty has the meaning set forth in CFTC Regulation § 45.1 or any successor regulation

thereto45.1.

Required Swap Continuation Data has the meaning set forth in CFTC Regulations 45.1 and 45.4.

Required Swap Creation Data has the meaning set forth in CFTC Regulation 45.1.

Required Transaction means any transaction involving a swap that is subject to the trade execution

requirement in CEA section 2(h)(8) of the Commodity Exchange Act.).

Representatives mean an entity's directors, managers, officers, employees, members of any standing or ad

hoc committee formed by thatsuch entity, shareholders, board members, agents, consultants and licensors.

Respondent means a Person against whom a Notice of Charges is served pursuant to Chapter 8.

Rules means all rules adopted by Seed SEF, all Notices to Participants published by Seed SEF, the

Participant Documentation, interpretations, orders advisories, statements of policy, decisions, manuals and

directives of Seed SEF and all amendments thereto.

SDR or Swap Data Repository shall have the meaning set forth in CEA Section 1a(48) and the CFTC’s rules

and regulations promulgated thereunder. section 1a(48).

Seed Business Day means any Business Day on which Seed SEF is open for trading.

Seed SEF means Seed SEF LLC, or any successor thereto, which is a Self-Regulatory Organization

registered with the CFTC as a Swap Execution Facility with the CFTC.

SEF or Swap Execution Facility has the meaning set forth in CEA section 1a(50).

SEF Activity means business for which a Participant, Supervised Person of a Participant, Authorized Trader

and any market participant that directly or indirectly affectseffects a transaction on Seed SEF is subject to the

Rules, including the submission of Orders, submission of Block Trades, and execution of Transactions.

SEF Official means any Director or Officer of, or individual employed, by Seed SEF or any individual rendering

similar services to Seed SEF under an administrative or similar agreement.

SEF LLC Agreement means the Limited Liability Company Agreement of Seed SEF LLC.

Settlement Date means the date on which all Final Settlement Obligations must be paid, as specified in the

Contract Specifications.

Sponsored Designation means that a Sponsoring Participant has authorized a Sponsored Participant to use

the Trading Privileges of such Sponsoring Participant and has provided all information and documentation

required by Seed SEF for such sponsorship.
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Sponsored Participant means a third- party ECP (other than an ISV) which is the recipient of Sponsored

Designation provided by a Sponsoring Participant.

Sponsoring Participant means a Participant that provides Sponsored Designation to a Sponsored

Participant.

SRO or Self-Regulatory Organization shall, unless otherwise provided, have has the meaning attributed to

such termset forth in CFTC Regulation § 1.3(ee) and, in addition, shall include any SEF, DCO, DCM and

registered futures association, such as the NFA.

Supervised Persons means, with respect to a Participant, any directors, managers, officers, employees,

agents or representatives thereof.

Swap shall have the meaning set forth in CEA Section 1a(47) and the CFTC's rules and regulations

promulgated thereunder and shall meet Contract Specifications.

Swap Dealer shall have has the meaning set forth in CEA Section 1A(49) and 17 C.F.R. 1.3(ggg), or any

successor regulation thereto.section 1a(47).

Swap Execution Facility shall haveDealer has the meaning set forth in CEA Section 1a(5049) and CFTC

Regulation 1.3(ggg).

Swap Specification Specifications means the rules or other trading protocols containing specifications for

anya Swap which have been adopted, amended or approved from time to time by Seed SEF.

Trade means any purchase or sale of any Swap made on Seed SEFthe Platform or subject to SEF Rules.

Trade Confirmation has the meaning ascribed to such term in Rule 504.

Trading Account means a segmented ledger used to track SEF Activity under a Participant for a particular

purpose, Customer, strategy, or any other reason as desired by the Participant.

Trading Access means the right granted to an Authorized Trader by a Participant to place Orders and/or

enter into Transactions for Swaps toon the Platform or execute Swaps subject to SEF Rules.

Trading Hours means, for any Seed Business Day, the hours during which Orders may be placed on the

Platform, as shall be established, and may be revised from time to time by Seed SEF in accordance with

thesethe Rules.

Trading Privileges means the right granted to a Participant to use, directly or indirectly, by Seed SEF for

Execution of Swaps. No Person may exercise Trading Privileges on behalf of a Participant during any

suspension of such Participant’s Trading Privileges or unless and until Participant Documentation has been

executed and remains in effect.

Transaction means any purchase or sale of any Contract executed on the Platform or pursuant to the Rules.

Transaction Data means Orders, bids, offers and other information concerning Transactions, including all

information and content displayed or distributed on the Platform or otherwise provided to Seed SEF Rules.

Transaction Obligations means any and all Initial Margin Obligations, Variation Margin Obligations and Final

Settlement Obligations due for a particular Transaction.

Unique Swap Identifier shall have the meaning ascribed to it byset forth in CFTC Regulation 45.5 or any

successor regulation thereto.

User ID means a unique identifier issued to each Participant and each Authorized Trader to enable such

Participant or Authorized Trader to access Seed SEF and use the Platform, and which enables Seed SEF to

identify the individual entering Orders into Seed SEFon the Platform.

Variation Margin means amounts that have been posted to or collected from a Counterparty for a

Transaction.

Variation Margin Obligation means the amount that must be posted or collected to a Counterparty as a

result of a change in value of a Transaction since the trade was executed, or the last time such amount was

posted or collected, calculated in accordance with Contract Specifications.

Wash Transaction means a transaction entered into, or purported to be entered into, where the person knows

or reasonably should know that the purpose of the order is to avoid taking a bona fide market position exposed

to market risk.
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CHAPTER 1: DEFINITIONS – 12

Written or Writing means printing, lithography, photography, and other modes of representing or reproducing

words or data in a visible form, including electronic transmissions.

Rule 102. Rules of Construction

For purposes of these Rules, the following rules of construction shall apply unless the context indicates

otherwise:

(a)1. Words conveying a singular number include the plural number, where the context permits, and vice

versa.;

(b)2. References to any Regulatory Agency include any successor Regulatory Agency.;

(c)3. If, for any reason, a Rule is found or determined to be invalid or unenforceable by a court of law, the

Commission or another governmental or quasi-governmental agency with supervisory authority, such

Rule shall be considered severed from the Rules and all other Rules shall remain in full force and effect.;

4. All references to time are to local time in Chicago, Illinois unless expressly provided otherwise;

5. Use of the singular shall include the plural and vice versa;

6. The term "include" means "include without limitation;"

7. Any reference to the masculine, feminine or neuter gender includes each other gender;

8. Any reference to a number of days shall mean calendar days unless business days are specified;

9. Any reference to a law or regulation refers to such law or regulation as amended from time to time and

any successor law or regulation;

10. Any reference to a Rule, Chapter, Appendix or Exhibit refers to a Rule, Chapter, Appendix or Exhibit of

these Rules; and

(d)11. Any reference to these Rules, and the words herein, hereof, hereto and hereunder and words of similar

import refer to these Rules as a whole and not to any particular Rule.
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CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 13

CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE

Rule 201. Ownership

Seed SEF is a Delaware Limited Liability Company. The management and operation of Seed SEF are

governed by the Seed SEF LLC Agreement (the “Seed SEF LLC Agreement”) and the Rules. Participant

status does not confer any equity interest or voting right in Seed SEF.

Rule 202. Board

(a)1. The Board shall have all the powers and authority permitted by Applicable Law, the Rules and the Seed

SEF LLC Agreement, pursuant to which the Board shall:

(i)a.Be the governing body of Seed SEF;

(ii)b.Be constituted, and shall constitute its committees or subcommittees, to permit consideration of

the views of market participants;

(iii)c. Have charge and control of all property of Seed SEF;

(iv)d. Provide, acquire and maintain adequate Seed SEF offices and facilities;

(v)e.Fix, determine and levy all Participant or other fees when necessary;

(vi)f.Determine the Contracts and the Contract Specifications;

(vii)g. Adopt, amend or repeal any Rules, with the input of Officers and committees or

subcommittees;

(viii)h. Have the power to act in Emergencies as detailed in Rule 211; and

(ix)i. Have the power to call for review, and to affirm, modify, suspend or overrule, any and all decisions

and actions of the Officers, committees or subcommittees related to the day-to-day business

operations of Seed SEF.

(b)2. Any authority or discretion by the Rules vested in any Officer or delegated to any committee or

subcommittee shall not be construed to deprive the Board of such authority or discretion and, in the event

of a conflict, the determination of the matter by the Board shall prevail.

(c)3. A majority of the Directors serving on the Board, including at least one Public Director, shall constitute

a quorum for the transaction of business of the Board. At all times when the Board is conducting business

at a meeting of the Board, a quorum of the Board must be present at such meeting, and the Board may

act only by the decision of a majority of the Directors constituting a quorum of the Board by vote at a

meeting, by unanimous written consent without a meeting, or as otherwise set forth in Seed SEF LLC

Agreement.

(d)4. The Board shall comprise the number of Directors set forth in the Seed SEF LLC Agreement. Each

Director (including Public Directors) shall be appointed in accordance with the Seed SEF LLC Agreement,

and shall serve until his or her successor is duly appointed, or until his or her earlier resignation or removal,

with or without cause. The Board's membership will include a diversity of membership interests.

(e)5. At least twenty percent, but not less than one, of the Membersmembers of the Board shall be Public

Directors. Among other things, Public Directors are persons who are:

(i) knowledgeable of trading or financial regulation or are otherwise capable of contributing to

governing board deliberations;

(ii) neither Seed SEF Participants, Seed SEF employees nor primarily Seed SEF service

providers other than serving on the Board of Directors; and

(iii) not officers, principals or employees of a Seed SEF Participant.

(f) To qualify as a Public Director, an individual must be found, by the Board and on the record, to have

no Material Relationship, as defined below, with Seed SEF or any of its Affiliates. The Board must
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make such finding at the time the Public Director is elected and as often as necessary in light of all

circumstances relevant to such Public Director, but in no case less than annually. A Material

Relationship is one that reasonably could affect the independent judgment or decision-making. The

Board need not consider previous service as a Director of Seed SEF to constitute a Material

Relationship. A Director shall be considered to have a Material Relationship with Seed SEF if any of

the following circumstances exist or have existed within the past year:

(i) such Director is or was an Officer or an employee of Seed SEF, or an officer or an employee

of an Affiliate of Seed SEF;

(ii) such Director is or was a Participant; or

(iii) such Director is or was a director, an officer, or an employee of a Participant.

(g) If any of the immediate family of a Director, i.e., spouse, parents, children, and siblings, in each case,

whether by blood, marriage, or adoption, or any person residing in the home of the Director or that of

his or her immediate family have a Material Relationship as defined above, then that Material

Relationship is deemed to apply to such Director.

(h)6. The Board shall have procedures, as may be adopted by the Board from time to time, to remove a

Director wherewhen the conduct of such Director is likely to be prejudicial to the sound and prudent

management of Seed SEF.

(i)7.Each Director is entitled to indemnification pursuant to the Seed SEF LLC Agreement with respect to

matters relating to Seed SEF.

(j)8.The Board shall review its performance and that of its individual Directors annually and shall consider

periodically using external facilitators for such review.

Rule 203. Nominating Committee of the Board

(a)1. The Nominating Committee of the Board shall consist of threetwo Directors appointed from time to time

by the Board, two of which shall be Public Directors (i.e., at least 51% Public Directors). The Nominating

Committee shall be chaired by a Public Director..

(b)2. The Nominating Committee shall have the authority to:

(i)a.Identify individuals qualified to serve on the Board, consistent with the criteria thatestablished by

the Board require and any composition requirement thatpromulgated by the Commission

promulgates; and

(ii)b.Administer a process for the nomination of individuals to the Board.

(c)3. The Nominating Committee reports to the Board.

(d)4. The Nominating Committee is active whenactivated whenever it is necessary to identifynominate an

individual and to administer the process of placing an individual onto the Board.

Rule 204. Ineligibility to Serve on Boards and Committees

No person shall be eligible to serve on the Board, the Regulatory Oversight Committee, any disciplinary

committee or arbitration panelany Standing or Advisory Committee defined in Rule 206, or any Disciplinary

Panel who:

(a)1. Was found within the prior three years by a final decision of a self-regulatory organization, an

administrative law judge, a court of competent jurisdiction or the Commission to have committed a

disciplinary offense;

(b)2. Entered into a settlement agreement within the prior three years in which any of the findings or, in the

absence of such findings, any of the acts charged included a disciplinary offense;

(c)3. Currently is suspended from trading on any contract market, is suspended or expelled from membership

with any self-regulatory organization, is serving any sentence of probation or owes any portion of a fine

imposed pursuant to either:
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CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 15

(i)a.A finding by a final decision of a self-regulatory organization, an administrative law judge, a court

of competent jurisdiction or the Commission that such person committed a disciplinary offense;

or

(ii)b.A settlement agreement in which any of the findings or, in the absence of such findings, any of

the acts charged included a disciplinary offense.

(d)4. Currently is subject to an agreement with the Commission or any self-regulatory organization not to

apply for registration with the Commission or membership in any self-regulatory organization;

(e)5. Currently is subject to or has had imposed on him or her within the prior three years a Commission

registration revocation or suspension in any capacity for any reason, or has been convicted within the

prior three years of any of the felonies listed in section 8a(2)(D) (ii) through (iv) of the Act;

(f)6.Currently is subject to a denial, suspension or disqualification from serving on the disciplinary committee,

arbitration panel or governing board of any self-regulatory organization as that term is defined in section

3(a)(26) of the Securities Exchange Act of 1934, as amended.

Rule 205. Management

(a)1. Seed SEF will be managed by or subject to the direction of the Board and such Officers as are appointed

by the Board, in each case in accordance with the Seed SEF LLC Agreement. Without limiting the rights,

powers, privileges and obligations of the Board as set forth in the Seed SEF LLC Agreement, the Board

has the power to review, and to approve, modify, suspend or overrule, any and all decisions of committees

of Seed SEF and any Officers, subject to Applicable Law. Qualifications for Officers will be as set forth in

the Seed SEF LLC Agreement and hereunder. No Director may be disqualified from registration pursuant

to Sections 8a(2) or 8a(3) of the CEA.

(b)2. Any Officer may also be a director, officer, partner or employee of Seed SEF or of any of its Affiliates,

subject to disclosure and resolution of conflicts of interest.

(c)3. The Officers shall have such powers and duties in the management of Seed SEF as the Board may

prescribe from time to time, subject to any limitations set forth in the Seed SEF LLC Agreement.

(d)4. Each Officer is entitled to indemnification pursuant to the Seed SEF LLC Agreement with respect to

matters relating to Seed SEF.

(e)5. No Officer or employee of Seed SEF shall be admitted as a Participant.

Rule 206. Committees

(a)1. Seed SEF shall establish one standing committee of the Board (“Standing Committee”): the

Regulatory Oversight Committee. The Board may from time to time constitute and appoint such additional

Standing Committees as it may deem necessary or advisable.

(b)2. Seed SEF may from time to time establish one or more advisory committees ("Advisory Committees")

as it may deem necessary or advisable. Each Advisory Committee may consist of Directors, Officers,

representatives of Participants and other market participants, as determined by Seed SEF. Advisory

Committees may make recommendations to the Board or SEF Officers, but will not be authorized to make

decisions or act on behalf of Seed SEF.

(c)3. Each member of a Standing Committee or Advisory Committee shall serve until the due appointment

of his successor, or until his earlier resignation or removal, with or without cause, as a member of such

committee or as a Manager.

(d)4. Committees shall meet on such schedules and with such frequency as may be established by the Board

or, subject to any direction by the Board, by such committee itself.
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CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 16

Rule 207. Regulatory Oversight Committee

(a)1. The Regulatory Oversight Committee (the "ROC") shall consist of all of the Public Directors. The ROC

shall report to the Board.

(b)2. The ROC shall oversee the regulatory program of Seed SEF on behalf of the Board. The Board shall

delegate sufficient authority, dedicate sufficient resources and allow sufficient time for the ROC to fulfill its

mandate.

(c)3. The ROC shall:

(i)a.oversee all facets of Seed SEF's regulatory program, including trade practice and market

surveillance, audits, examinations, and other regulatory responsibilities with respect to members

(including ensuring compliance with, if applicable, financial integrity, financial reporting, sales

practice, recordkeeping and other requirements), and the conduct of investigations

(ii)b.hold regular meetings to discuss matters of regulatory concern and conduct periodic reviews of

the services provided on Seed SEF's behalf, which reviews shall be adequately documented and

made available to the CFTC on request;

(iii)c. review the size and allocation of the regulatory budget and resources, and the number, hiring,

termination, and compensation of regulatory personnel;

(iv)d. monitor the regulatory program of Seed SEF for sufficiency, effectiveness and independence;

(v)e.review the performance of the Chief Compliance Officer (in accordance with Section 5h(f)(15) of

the CEA) and make recommendations with respect to such performance to the Board;

(vi)f.recommend changes that would ensure fair, vigorous and effective regulation;

(vii)g. review all regulatory or compliance proposals prior to implementation and advise the Board

as to whether and how such changes may impact regulation or compliance, as applicable; and

(viii)h. review the Seed SEF Enterprise Risk Management policy and ensure compliance from the

Compliance Department.

Rule 208. Chief Compliance Officer

(a)1. The President shall appoint the Chief Compliance Officer of Seed SEF and approve the compensation

of the Chief Compliance Officer. The Chief Compliance Officer shall report directly to the President. The

Chief Compliance Officer can only be removed by a majority of the Board. Seed SEF shall notify the

Commission within two business daysBusiness Days of appointing any new Chief Compliance Officer,

whether interim or permanent.

(b)2. The Chief Compliance Officer shall have the authority and resources to develop and enforce policies

and procedures necessary to perform his or her duties hereunder and under the CEA and CFTC

regulations. The Chief Compliance Officer shall have authority over all staff acting at his or her direction.

(c)3. The Chief Compliance Officer shall be responsible for performing the following duties and functions:

(i)a.Overseeing and reviewing Seed SEF's compliance with Section 5h of the CEA and the related

rules adopted by the CFTC, including the core principles in Part 37 of the CFTC Regulations;

(ii)b.In consultation with the Board or the President, resolving any conflicts of interest that may arise,

including (i) conflicts between business considerations and compliance requirements; (ii) conflicts

between business considerations and the requirement that Seed SEF provide fair, open and

impartial access as set forth in CFTC Regulation 37.202; and (iii) conflicts between Seed SEF's

management and members of the Board;

(iii)c. Establishing and administering written policies and procedures reasonably designed to

prevent violations of the CEA and CFTC Regulations;

(iv)d. Taking reasonable steps to ensure compliance with the CEA and CFTC Regulations, including

rules prescribed by the CFTC pursuant to Section 5h of the CEA;
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CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 17

(v)e.Establishing procedures for the remediation of noncompliance issues identified by the Chief

Compliance Officer through compliance office reviews, look-backs, internal or external audit

findings, self-reported errors, or through validated complaints;

(vi)f.Establishing and following appropriate procedures for handling, responding to, remediating,

retesting and closing noncompliance issues;

(vii)g. Establishing and administering a compliance manual designed to promote compliance with

Applicable Law and a written code of ethics designed to prevent ethical violations and to promote

honesty and ethical conduct;

(viii)h. Supervising Seed SEF's self-regulatory program with respect to trade practice surveillance,

market surveillance, real-time market monitoring, compliance with audit trail requirements,

enforcement and disciplinary proceedings, audits, examinations, and other regulatory

responsibilities with respect to Participants, Authorized Traders and other market participants

(including ensuring compliance with, if applicable, financial integrity, financial reporting, sales

practice, recordkeeping and other requirements);

(ix)i. Preparing and submitting an annual report in accordance with CFTC Regulation 37.1500(d) and

an annual compliance report in accordance with CFTC Regulation 37.1501(e) and (f);

(x)j.Establishing any other policies or procedures required to be established, and performing any other

duties specified to be performed, by the Chief Compliance Officer under CFTC Regulations

37.1500 and 37.1501; and

(xi)k. Performing such other duties not inconsistent with the foregoing as may be designated by the

Board from time to time.

(d)4. The Chief Compliance Officer will be required to meet with the Board at least annually and with the

Regulatory Oversight Committee at least quarterly, and shall provide any information regarding Seed

SEF's self-regulatory program that is requested by the Board or such committee.

(e)5. The Chief Compliance Officer may not be disqualified from registration pursuant to CEA Sections 8a(2)

or 8a(3). The Chief Compliance Officer must have the background and skills appropriate for fulfilling the

responsibilities of the position.

(f)6.Any compliance questions and concerns regarding Seed SEF may be submitted to the Chief Compliance

Officer at the address specified by Seed SEF from time to time.

(g)7. Seed SEF will maintain the records relating to the compliance function required by CFTC Regulation

37.1501(g).

Rule 209. Conflicts of Interest of Named Persons

(a)1. Definitions. For purposes of this Rule the following definitions shall apply:

(i)a.The term "Family Relationship" shall mean a Person's spouse, former spouse, parent,

stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, grandchild, uncle, aunt,

nephew, niece or in-law.

(ii)b.The term "Named Party in Interest" shall mean a Person that is identified by name as a subject

of any matter being considered by the Board or a committee.

(b)2. Prohibition. No member of the Board, any committee which has authority to take action for and in the

name of Seed SEF (not including any committee which is only authorized to make recommendations for

action by the Board or some other committee) or any Disciplinary Panel shall knowingly participate in such

body's deliberations or voting in any matter involving a Named Party in Interest where such member (i) is

a Named Party in Interest, (ii) is an employer, employee or fellow employee of a Named Party in Interest,

(iii) is associated with a Named Party in Interest through a broker association, (iv) has a Family

Relationship with a Named Party in Interest or (v) has any other significant, ongoing business relationship

with a Named Party in Interest, excluding relationships limited to executing transactions opposite each

other.
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(c)3. Disclosure. Prior to consideration of any matter involving a Named Party in Interest, each member of

the deliberating body shall disclose to the CCO, or his or her designee, whether such member has one of

the relationships listed in paragraph (b) of this Rule with a Named Party in Interest.

(d)4. Procedure and Determination. The CCO shall determine whether any member of the deliberating body

is subject to a conflict restriction under this paragraph (d). Such determination shall be based upon a

review of the following information:

(i)a.information provided by the member pursuant to paragraph (b), above, and

(ii)b.any other source of information that is maintained by and reasonably available to Seed SEF.

(e)5. Ineligibility of the CCO. In the event that the CCO becomes aware that he or she may be subject to the

prohibition under this Rule 209 for having a conflict of interest, the CCO will report the relevant conflict of

interest with a Named Party in Interest to the Seed SEF President. If any other Officer, Director, employee

or other Person subject to the jurisdiction of these Rules believes that the CCO may have a conflict of

interest under this Rule, such Person should promptly inform the President of any relevant information by

electronic means. In response to any notification that the CCO may have a conflict of interest, the

President shall determine whether a conflict exists, and in the event that the President determines that

one does, the President will appoint another member of the Executive Management Teamofficer or

employee to act in the CCO’s stead.

Rule 210. Emergency Actions

(a)1. During an Emergency, the Board may take temporary emergency action and/or implement temporary

emergency procedures and rules ("Emergency Actions"), subject to Applicable Law and in consultation

or cooperation with the CFTC and other applicable regulatory authorities. In the event that Seed SEF is

unable to convene a meeting of the Board reasonably promptly, the President or an Officer designated by

the President thereby may take Emergency Actions pursuant to this Rule ("Officer Emergency Action"),

provided that Seed SEF shall convene a meeting of the Board as soon as practicable thereafter to ratify,

modify or rescind such Officer Emergency Action.

(b)2. Emergency Action may require or authorize Seed SEF, the Board, any committee of the Board, the

President, or any other Officer to take actions necessary or appropriate to respond to the Emergency, on

its own or in coordination with another relevant person, including, but not limited to, the following actions:

(i)a.imposing or modifying position limits;

(ii)b.imposing or modifying price limits;

(iii)c. imposing or modifying intraday market restrictions;

(iv)d. imposing special margin requirements;

(v)e.ordering the liquidation or transfer of open positions in any Contract;

(vi)f.ordering the fixing of a settlement price;

(vii)g. extending or shortening the expiration date or the Trading Hours;

(viii)h. suspending or curtailing trading in any Contract;

(ix)i. transferring Contracts and the margin associated therewith as permitted by Applicable Law;

(x)j.altering any Contract's settlement terms or conditions;

(xi)k. limiting access to the Platform by any Participant, Customer, Authorized Trader or ISV; or

(xii)l. taking such other actions as may be directed by the CFTC or other regulatory authority.

(c)3. Seed SEF will document the decision-making process related to any Emergency Action. Seed SEF will

promptly notify the CFTC of any Emergency Action, explaining the decision- making process, the reasons

for taking such action, and how conflicts of interest were minimized. Such documentation will be

maintained in accordance with applicable CFTC Regulations.
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Rule 211. Conflicts of Interest in Emergencies

Whenever any Emergency Action or other significant action which, in the judgment of the deliberating body,

is likely to have a material effect upon the price of any Contract or might otherwise have a material impact on

the market for such Contracts is being considered by the Board, any committee which has authority to take

action for and in the name of Seed SEF (not including any advisory committee) or any Disciplinary Panel the

following procedures shall apply:

(a)1. Disclosure. Prior to consideration of the matter, each member of the Board or committee who desires

to participate in deliberations or voting on such action shall disclose to the Board or committee position

information that is known to such member, with respect to any particular Contracts that are under

consideration, and any other positions which the Board or committee reasonably expects could be affected

by the action under consideration. The size of positions shall be disclosed by reference to ranges as

determined by the Board or committee and shall be made with respect to the following categories:

(i)a.gross positions in Contracts carried in (1) accountsTrading Accounts in which the member's

ownership interest is 10% per cent or greater, (2) "controlled accounts" as defined in CFTC

Regulation 1.3(j) and (3) accounts Trading Accounts of any individual with whom the member has

a "Family Relationship" as such term is defined in Rule 209;

(ii)b.gross positions in Contracts carried in proprietary accountsTrading Accounts, as defined in CFTC

regulations, at any Affiliated Participant of such member; and

(iii)c. any other types of positions, whether maintained in Contracts or otherwise, that the Board or

committee reasonably expects could be affected by the action being considered.

(iv)d. To the extent that a member desires to make the required disclosures but does not know

position information with respect to any of the foregoing categories, the President or his designee

shall make the disclosure for such member to the extent that such information can be obtained

from data and records readily available to Seed SEF under the exigency of the action being

contemplated.

(b)2. Disqualification. Any member who does not want to make position disclosures must withdraw from the

meeting before disclosure by other members begins and may not participate in the discussion of, or voting

on, the matter under consideration. Any member who has, or whose Affiliated Participant has, a position

required to be disclosed under paragraph 211(a)(i) (other than a position which the Board or committee

has determined to be de minimis), shall be disqualified from voting and must withdraw from the room

before a vote is taken. If such withdrawal results in the lack of a quorum, the Board or committee shall

appoint an ad hoc committee comprised of those members who are not disqualified from voting and shall

delegate to such ad hoc committee all the powers of the Board or relevant committee with respect to the

matter under consideration. No member shall be disqualified from voting upon the appointment of an ad

hoc committee solely because of positions held by such member or an Affiliated Participant of such

member.

(c)3. Documentation. The minutes of any meeting at which Emergency or other significant action is

considered shall reflect the following information:

(i)a.the names of all members who attended the meeting in person or by electronic means;

(ii)b.the name of any member who voluntarily recused himself or was required to abstain from

deliberations or voting; and

(iii)c. information on the position disclosures made by each member.

Rule 212. Reporting to the CFTC

If the Board rejects a recommendation or supersedes an action of the Regulatory Oversight Committee, Seed

SEF shall provide a written report to the CFTC detailing (i) the recommendation of or action proposed to be

taken by such committee; (ii) the rationale for such recommendation or proposed action; (iii) the rationale of

the Board for rejecting such recommendation or superseding such action; and (iv) the course of action that

the Board decided to take contrary to such recommendation or action.
© 2017 Seed SEF LLC

CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 20

Rule 213. Information Sharing Agreements

(a)1. Seed SEF shall enter into information sharing arrangements as it determines necessary or advisable to

obtain any necessary information to perform any monitoring of trading or trade processing, to provide

information to the CFTC upon request and to carry out such international information sharing agreements

as the CFTC may require. Seed SEF shall share information with other regulatory organizations, data

repositories and third- party data reporting services as required by the CFTC or as otherwise necessary

and appropriate to fulfill its self-regulatory and reporting responsibilities. Such information shall be

provided in a form and manner acceptable to the regulatory authority to which such information is being

provided.

(b)2. Seed SEF may enter into any arrangement with any other Person (including any governmental

authority, trading facility or clearing organization) where Seed SEF determines that such Person exercises

a legal or regulatory function under any Applicable Law or considers such arrangement to be in

furtherance of the operation or duties of Seed SEF under Applicable Law.

Rule 214. Dissemination of Transaction Data

(a)1. Seed SEF shall be entitled, in its sole discretion, to use Orders, bids, offers and other information

concerning Transactions, including all information and content displayed or distributed on the Platform or

otherwise provided to Seed SEF (collectively, the "Transaction Data"), to develop and compile market

data that Seed SEF, or a third- party service provider that Seed SEF may utilize for such purpose

(including an Affiliate of Seed SEF), may disseminate to third parties (including through a market data

feed) for business purposes without further consent of any Participant or other Person, and Seed SEF

shall be entitled to any and all revenue derived therefrom. By its use of Seed SEF, each Participant

consents to such use by Seed SEF of Transaction Data. Any such market data disseminated by Seed

SEF, or its third- party service provider, shall be disseminated in an anonymous fashion and shall not

identify the Participants who provided or entered into such Orders, bids, offers or Transactions.

(b)2. Without limiting subsection (a),214.1, each Participant acknowledges and consents to the reporting to

an SDR of all Transaction Data or other data required to be so reported under Applicable Law.

Rule 215. Use of Certain Property and Data

(a)1. All Participants agree not to:

(i)a.copy, modify, create derivative works from, reverse engineer, reverse assemble or reverse

compile any technology used to provide the Platform or the Transaction Data displayed on,

accessed through or derived from the Platform;

(ii)b.remove or alter any copyright, trademark, patent or other notices on Seed SEF;

(iii)c. distribute, rent, sell, retransmit, redistribute, release or license the Platform, Transaction Data,

or any part thereof to any third party or otherwise allow access by a third party (other than to its

Authorized Traders subject to and in strict accordance with the Rules);

(iv)d. take or authorize any action that could detrimentally interfere with the proper workings of the

Platform, use any robot, spider or other device or process to monitor or copy the Platform, or

knowingly transmit any virus or other potentially harmful device in connection with its use of the

Platform; or

(v)e.assist or encourage any third party in engaging in any activity prohibited under the Rules.

(b)2. Other than for its own internal use in accordance with the Rules, Participant will not communicate,

disclose, redistribute, or otherwise furnish (or permit to be communicated, disclosed, redistributed or

otherwise furnished) all or any portion of the Transaction Data, in any format, to any third party (other than

to its Authorized Traders subject to and in strict accordance with this Agreement) or for the purposes of

constructing or calculating the value of any index or indexed products or for the purpose of creating any

derivative works or to make any use whatsoever at any time of the Transaction Data that could compete

with the business of Seed SEF or its provision of the Platform or any related services.
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CHAPTER 2: OWNERSHIP AND SEF GOVERNANCE – 21

(c)3. Participant will use its best efforts to ensure that its Authorized Traders maintain sole control and

possession of, and sole access to, Transaction Data obtained through Participant's access to the Platform.

Notwithstanding the foregoing, it is understood and agreed that any and all data submitted to the Platform

by Participant or its Authorized Traders (including but not limited to Orders) and all information related to

Transactions entered into by Participant or its Authorized Traders through the Platform shall be the joint

and exclusive property of Seed SEF and Participant, and Seed SEF shall have the right to use, sell,

retransmit or redistribute such information, on an anonymous and aggregated basis, subject to the

provisions of this Rule 215.

Rule 216. Improper Use or Disclosure of Material Non-Public

Information

No member of the Board or of any Board committee, no member of any other committee of Seed SEF, no

Officer of Seed SEF, no employee of Seed SEF and no consultant to Seed SEF shall:

(a)1. trade for such Person's own account, or for or on behalf of any other account, in any commodity interest

on the basis of any material, non-public information obtained through the performance of such Person's

official duties;

(b)2. use or disclose, for any purpose other than the performance of such Person's official duties, any

material, non-public information obtained by such Person as a result of such Person's official duties,

provided, however, that this Section shall not prohibit disclosures made by such Person in the course of

his or her official duties or disclosures made to the CFTC, any self-regulatory organization, a court of

competent jurisdiction or any agency or department of the federal or state government; or

(c)3. trade, directly or indirectly, in any Swap traded on Seed SEF; in any related commodity interest as

defined in CFTC Regulation 1.59; or in any commodity interest traded on any DCM or SEF or cleared by

any clearing house if such Person has access to material non-public information concerning such Swap

or commodity interest.
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CHAPTER 3: PARTICIPANT ACCESS – 22

CHAPTER 3: PARTICIPANT ACCESS

Rule 301. Applicability of Rules; Jurisdiction

ANY MARKET PARTICIPANT THAT DIRECTLY OR INDIRECTLY AFFECTS A TRANSACTION ON THE

PLATFORM, OR ANY PARTICIPANT, AUTHORIZED TRADER OR OTHER PERSON ACCESSING OR

ENTERING ANY ORDER OR SUBMITTING ANY SWAP INTO THE PLATFORM OR EXECUTING ANY

TRADE PURSUANT TO THESE RULES: (I) SHALL BE BOUND BY AND SUBJECT TO, AND AGREES TO

COMPLY WITH, THE RULES; (II) CONSENTS TO AND SHALL BE SUBJECT TO THE JURISDICTION OF

SEED SEF WITH RESPECT TO ALL MATTERS ARISING OUT OF OR RELATING TO SUCH STATUS OR

ITS ACTIONS OR OMISSIONS WITH RESPECT TO SUCH STATUS AND USE OF OR ACCESS TO SEED

SEF; (III) SHALL ASSIST SEED SEF IN COMPLYING WITH ITS LEGAL AND REGULATORY OBLIGATIONS

AND COOPERATE WITH SEED SEF (AND ITS REGULATORY SERVICES PROVIDER, IF ANY) AND ANY

REGULATORY AUTHORITY IN ANY INQUIRY, INVESTIGATION, AUDIT, EXAMINATION OR

PROCEEDING; AND (IV) AUTHORIZES SEED SEF (AND ITS APPLICABLE REGULATORY SERVICES

PROVIDER, IF ANY) TO PROVIDE INFORMATION WITH RESPECT TO IT TO THE REGULATORY

SERVICES PROVIDER (IF ANY) OR ANY GOVERNMENT, REGULATORY OR SELF-REGULATORY

ORGANIZATION.

Rule 302. Impartial Access

Consistent with Applicable Law, Seed SEF provides access to ECPs on a fair, non-discriminatory and open

basis. Participant status, and access to, and usage of, the Platform in such capacity is available to all market

participants that meet the criteria set forth herein and validly engage in Transactions.

Rule 303. Criteria for Becoming a Participant

(a)1. To be eligible for admission as a Participant on Seed SEF, an applicant must demonstrate to the

satisfaction of Seed SEF that it:

(i)a.is an Eligible Contract Participant;

(ii)b.is of good reputation and business integrity;

(iii)c. maintains adequate financial resources and credit;

(iv)d. is of the age of majority in the individual's state of residence (if individual);

(v)e.is validly organized, in good standing, and authorized by its governing body and, if relevant,

documents of organization, to trade Contracts (if an entity);

(vi)f.is not subject to statutory disqualification under Section 8a(2) of the CEA;

(vii)g. has not filed for bankruptcy;

(viii)h. holds all registrations under Applicable Law, including any Swap Dealer, Major Swap

Participant, Introducing Broker, Futures Commission Merchant, commodity pool operator,

commodity trading advisor, or associated person registration, as applicable;

(ix)i. is not legally or otherwise prohibited from using Seed SEF or entering into Transactions on Seed

SEF or subject to the Rules;

(x)j.is not an Officer, Director or employee or affiliate of Seed SEF or one of its Affiliates;

(xi)k. is not an ISV;

(xii)l. complies with the applicable technical access standards, security protocols and technical

specifications for connection to Seed SEF's electronic system as may be specified by Seed SEF

from time to time;
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CHAPTER 3: PARTICIPANT ACCESS – 23

(xiii)m. consents to Seed SEF's jurisdiction pursuant to Rule 301; and

(xiv)n. satisfies such other criteria as Seed SEF may specify from time to time.

(b)2. If a Participant's status as an ECP changes, such Participant must immediately notify Seed SEF. Seed

SEF shall monitor its Participants to ensure that each Participant continues to qualify as an ECP.

(c)3. Each Participant that executes Transactions on behalf of Customers must provide Seed SEF, upon

request, with Written representation or proof of authority to place Orders and execute Transactions on

Seed SEF on behalf or in the name of each such Customer.

(d)4. Once admitted, the Participant shall continue to comply with applicable eligibility criteria in this Rule

303.

Rule 304. Authorized Traders

(a)1. Each Participant that is not a natural Person shall designate one or more Authorized Traders, who will

conduct SEF Activity on behalf of the Participant.

(b)2. Each Authorized Trader:

(i)a.must be a natural person;

(ii)b.must satisfy any other requirements as may be prescribed by Seed SEF from time to time;

(iii)c. must have a User ID; and

(iv)d. must hold all registrations required under Applicable Law, including Introducing Broker,

commodity pool operator, commodity trading advisor, and associated person registration, as

applicable.

(c)3. Without limiting the foregoing, each Authorized Trader will abide by applicable Seed SEF Rules and

Applicable Law, and each Participant will ensure on an ongoing basis that:

(i)a.none of its Authorized Traders is subject to disqualification pursuant to any Applicable Law;

(ii)b.each of its Authorized Traders will be technically proficient;

(iii)c. each of its Authorized Traders will conduct their business in a fair and equitable manner; and

(iv)d. each of its Authorized Traders will conduct their business in accordance with Seed SEF Rules.

(d)4. By agreeing to become an Authorized Trader, an individual agrees to be bound by the duties and

responsibilities of an Authorized Trader under these Rules and to be subject to, and comply with, Seed

SEF Rules.

(e)5. Seed SEF may terminate, revoke or suspend any Authorized Trader in accordance with the provisions

of Chapter 8 of these Rules. Upon such termination, revocation or suspension, Seed SEF will disable

access of such Authorized Trader to Seed SEF.

Rule 305. Application, Withdrawal and Termination of Status

(a)1. A Person that wishes to become a Participant must satisfy the following:

(i)a.Provide such information and documentation as may be requested by Seed SEF or its Regulatory

Services Provider acting on behalf of Seed SEF..

(ii)b.Follow the application procedures designated by Seed SEF.

(iii)c. Execute the applicable Participant Documentation and any other documentation that may be

required by Seed SEF from time to time.

(iv)d. Designate one or more Participant User Administrators, and such Participant User

Administrator shall identify to Seed SEF, if desired, one or more initial Authorized Traders.

(b)2. Seed SEF may conduct such investigations or inquiries as it determines appropriate in connection with

an application to become a Participant or Authorized Trader
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CHAPTER 3: PARTICIPANT ACCESS – 24

(c)3. If Seed SEF determines to admit a Participant, it shall promptly notify the applicant and specify the date

as of which such status will be effective. Seed SEF may accept a Participant, subject to conditions as it

determines, subject to Rule 302 and Applicable Law (in which case Seed SEF shall notify the applicant

Participant of such conditions).

(d)4. If Seed SEF denies an application for Participant it shall promptly notify such Person thereof in writing,

stating the reasons for such denial. Within 10 Business Days thereafter, such Person may request Seed

SEF to reconsider such decision (and may provide any relevant statements or information in connection

therewith) and/or request that the Board review such denial.

(e)5. Any Participant may withdraw from its status as such by filing a request therefor with Seed SEF in the

form specified by Seed SEF. Such withdrawal shall not affect the obligations of such Person incurred prior

to such withdrawal or affect the jurisdiction of Seed SEF over such Person with respect to matters

occurring or arising prior to such withdrawal.

Rule 306. Participant User Administrators

1. Each Participant shall have at all times one or more "Participant User Administrators." , which will be

responsible for performing the actions outlined in this Rule 306 ("Admin Activity").

(a)2. Seed SEF will issue to a Participant and its Authorized Traders, User IDs for access to the Platform.

The Participant User Administrator shall be responsible for requesting User IDs for Authorized Traders

and notifying Seed SEF of the need to terminate any previously issued User IDs to Authorized Traders

for that Participant.

(b)3. The Participant User Administrator shall be responsible for all communications between Seed SEF and

Participant with respect to User IDs and access to the Platform, and any notices or other communications

sent to the Participant User Administrator by Seed SEF relating to User IDs and other related

administrative matters shall be binding on Participant. The Participant will promptly notify Seed SEF of

any change in its Participant User Administrators.

(c)4. Participant acknowledges and agrees that it will be bound by any actions taken through the use of such

Participant’s User IDs, including any User IDs issued to its Authorized Traders, whether or not such

actions were actually authorized. In addition, Participant acknowledges that Seed SEF may rely upon,

and will be fully released and discharged by Participant for acting upon, any information, data, Transaction

details, Orders, acknowledgements or instructions that are (i) entered, imported, transmitted or otherwise

communicated under its Authorized Trader’s User ID (whether or not such action was actually authorized

by Participant), or (ii) are otherwise reasonably believed by Seed SEF to be genuine and to have been

communicated or presented on behalf of Participant by an Authorized Trader, whether via the Platform or

otherwise.

(d)5. In no event may a Person enter an Order or permit the entry of an Order by an individual using a User

ID other than the individual’s own User ID. Participant is solely responsible for controlling and monitoring

the use of the User IDs. Participant will immediately notify Seed SEF of any unauthorized disclosure,

unauthorized use of the User ID or access to the Platform or the need to deactivate any User ID.

(e)6. Participant agrees to provide Seed SEF with information related to Participant’s and its Authorized

Traders’ use of the Platform upon Seed SEF’s written request, if such information is reasonably necessary

to enable Seed SEF to assess the identity of any Person that is accessing the Platform through a User ID

of a Participant, to maintain the integrity of the Platform, or to comply with Applicable Law.

Rule 307. Trading Privileges

(a)1. Admission as a Participant or Authorized Trader does not confer any right of ownership in, or right to

direct the management of or attend or vote at meetings of, Seed SEF or right to share in the profits or

revenues of Seed SEF.

(b)2. A Participant or Authorized Trader shall not be entitled to assign or transfer its status as such without

the prior written consent of Seed SEF.
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CHAPTER 3: PARTICIPANT ACCESS – 25

(c)3. All SEF Activity entered must be entered by an Authorized Trader designated by the relevant

Participant. The foregoing will not prohibit a Participant from trading on behalf of another Participant. If a

Participant is a natural person such Participant may enter SEF Activity on its own or another Participant’s

behalf.

(d)4. All Participants must comply with the applicable provisions of the CEA and the CFTC regulations in

their use of Seed SEF.

Rule 308. Dues, Assessments and Fees

(a)1. Seed SEF may establish transaction fees and other charges ("Fees") for its services from time to time.

Seed SEF will notify Participants of changes in the Fees by Notice and/or updates on Seed SEF's website.

2. Participant agrees to the payment procedures as outlined in the Seed SEF Participant Agreement.

(b)3. Each Participant shall be responsible for paying all such Fees with respect to its SEF Activity.

(c) Seed SEF may deduct fees at the time of transaction(s) and/or may provide each Participant an

invoice of all such Fees on a monthly or other basis determined by Seed SEF from time to time, which

amounts shall be due and payable as paid or as set forth in such invoice. Late payments shall bear

an interest rate per annum equal to the Prime Rate (as published in the Wall Street Journal) plus 1.5

per cent, to the extent that such rate shall not exceed the maximum rate allowed by Applicable Law

from the date due until paid in full; provided, however, that if the published Prime Rate is less than

zero, the interest rate will be calculated as being equal to zero per annum In addition and

notwithstanding anything herein to the contrary, in the event of any failure by a Participant to pay such

Fees and without limitation of any other remedy, Seed SEF may temporarily or permanently limit,

suspend or terminate such Participant's Trading Privileges and/or access to Seed SEF without prior

notice to Participant.

(d)4. Seed SEF may suspend a Participant’s Trading Privileges for failure to pay Seed SEF Fees in a timely

fashion as provided in Rule 308 for as long as the Fees remain unpaid.

Rule 309. General Notices to Participants

Seed SEF may issue Notices to Participants generally (including of matters arising under the Rules or the

operation of the Platform) from time to time in a form and manner reasonably designed to enable each

Participant to become aware of the matters set forth therein. Without limiting the foregoing, Seed SEF may

provide such notice by way of a published circular posted on Seed SEF's website at www.seedcx.com.

Rule 310. Communications Between Seed SEF and

Participants

(a)1. Seed SEF may send any Notices hereunder (other than notices provided under Rule 309) to a specific

Participant or Authorized Trader in writing and either (i) hand-delivered or sent by registered or certified

mail or (ii) sent by electronic mail, in either case to the relevant address provided by such Person for such

purpose. Each Participant shall provide to Seed SEF and maintain a current electronic mail address for

the receipt of all such notices.

(b)2. All Notices to Seed SEF hereunder shall be sent by electronic mail to the following address:

contact@seedcx.com or to such other address or by such other means as Seed SEF may specify by

Notice from time to time.

Rule 311. Recording of Communications

SEF may record conversations and retain copies of electronic communications between Seed SEF Officials,

on one hand, and Participants, Authorized Traders, Supervised Persons or other agents, on the other hand,
© 2017 Seed SEF LLC

CHAPTER 3: PARTICIPANT ACCESS – 26

to the extent required by Applicable Law. Any such recordings may be retained by Seed SEF or the Regulatory

Services Provider, if any, in such manner and for such periods of time as Seed SEF may deem necessary or

appropriate in accordance with Applicable Law.

Rule 312. Compliance with the Commodity Exchange Act

All Seed SEF Participants shall comply with all relevant provisions of the CEA and the Rulesrules and

regulations duly issued pursuant thereto by the CFTC, including the filing of reports, maintaining books and

records, and permitting inspection and visitation by Authorized Representatives of the CFTC or Department

of Justiceother Regulatory or Government Agency.

Rule 313. Legal Certainty for Seed SEF Trades

A transaction entered into on the Platform or pursuant to Seed SEF Rules shall not be void, voidable, subject

to rescission, otherwise invalidated, or rendered unenforceable as a result of:

(a)1. a violation by Seed SEF of the provisions of CEA section 5h of the Act or CFTC Regulations;

(b)2. any CFTC proceeding to alter or supplement a Rule, term, or condition under CEA section 8a(7) of the

CEA or to declare an emergency under CEA section 8a(9) of the CEA;); or

(c)3. any other proceeding the effect of which is to:

(i)a.alter or supplement a specific term or condition or trading rule or procedure; or

(ii)b.require Seed SEF to adopt a specific term or condition, trading rule or procedure, or to take or

refrain from taking a specific action.

Rule 314. Market MakerLiquidity Provider Program

Seed SEF may adopt a program granting one or more Participants benefits in return for assuming and fulfilling

obligations in order to provide liquidity to the market. Any such program shall specify:

(a)1. The qualifications to participate in, and the procedures to apply to, the program;

(b)2. The obligations which must be met, and

(c)3. The benefits that shall accrue to participants in the program.

Rule 315. Independent Software Vendor

For connections by ISVs to Seed SEF, Seed SEF will apply criteria governing such access that are impartial,

transparent, and applied in a fair and nondiscriminatory manner. An ISV shall be permitted to connect to SEF

if it meets the following conditions on a continuing basis:

(a)1. The ISV applies for connection privileges on such form and with such supporting documents as Seed

SEF may require;

(b)2. The ISV shall be duly organized, existing and in good standing under the laws of its jurisdiction of

organization, as applicable shall be registered or licensed to do business as an ISV, have good

commercial standing and adequate financial resources and credit as reasonably determined by Seed

SEF;

(c)3. The ISV shall have such operational capabilities as Seed SEF shall reasonably determine are

necessary and appropriate in the performance of ISV's activities;

(d)4. The ISV shall meet any other criteria Seed SEF may from time to time prescribe; and
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CHAPTER 3: PARTICIPANT ACCESS – 27

(e)5. The ISV shall pay such fees as established by Seed SEF, such fees being comparable for all ISVs with

comparable access to, or obtaining comparable services from, Seed SEF.

Rule 316. Sponsored Access

(a)1. Sponsored Designation. Seed SEF shall permit a Sponsoring Participant to extend its Trading Privileges

to a Sponsored Participant upon completion of the following:

(i)a.The Sponsoring Participant and the Sponsored Participant have provided or delivered all

information and documentation required by Seed SEF for Sponsored Designation; and

(ii)b.Seed SEF has confirmed that all requested information has been received and that such

information is satisfactory in form and substance.

(b)2. Termination.

(i)a.Unless otherwise provided in this Rule 316, Sponsoring Participant may at any time request that

Seed SEF terminate the Sponsored Designation of any of its Sponsored Participant,(s), by

providing Written notice (a “Termination Request”) to Seed SEF requesting such suspension or

termination, as applicable. After Seed SEF has received a Termination Request, Seed SEF shall

either promptly suspend the Trading Privileges or promptly terminate the Sponsored Designation

of the relevant Sponsored Participant(s) in accordance with the relevant Termination Request.

Notwithstanding the foregoing, a Sponsoring Participant shall remain responsible for all actions

that its Sponsored Participant takes on Seed SEF prior to the termination or suspension of such

Sponsored Participant by Seed SEF. Upon termination or suspension, Seed SEF shall have the

right to cancel all resting Orders placed by or on behalf of Sponsored Participant on the Platform.

(ii)b.Seed SEF shall have the right to suspend or terminate access to Sponsored Access

CustomerParticipant in accordance with Rules.

(c)3. Obligations. For as long as the Sponsored Designation remains in effect, the Sponsored Participant

and the Sponsoring Participant agree as follows:

(i)a.the Sponsored Participant shall:

(A)i. maintain all registrations, licenses and consents required by Applicable Law for it and its

Authorized Traders to place Orders and enter into Transactions on the Platform;

(B)ii. cooperate with Seed SEF, any regulatory or any self-regulatory organization in any

inquiry, investigation, audit, examination or proceeding related directly or indirectly to the

Sponsored Participant, and authorize Seed SEF to provide information regarding the

Sponsored Participant to the CFTC or any regulatory or self-regulatory organization;

(C)iii. access the Platform exclusively through a password protected internet portal using the

unique login credentials assigned to Authorized Traders of the Sponsored Participant;

and

(D)iv. represent, in a form accepted acceptable to Seed SEF, that it is and will continue to be

an Eligible Contract Participant for as long as such Person is a Sponsored Participant,

and if such Person will be entering into Transactions on the Platform on behalf of a

Customer, such Customer is and will continue to be an Eligible Contract Participant for

as long as the Sponsored Participant accesses the Platform on behalf of such Customer.

(ii)b.the Sponsoring Participant shall:

(A)i. assume financial responsibility for all activity of its Sponsored Participant(s) on the

Platform;

(B)ii. deliver a Termination Request to Seed SEF in respect of any of its Sponsored Participants

with Trading Privileges promptly after becoming aware that any actions or omissions of

any of its Sponsored Participants violate any applicable Rules or Applicable Law; and

(C)iii. assist Seed SEF in a timely manner in any investigation into potential or actual violations

of the Rules, the CEA, or CFTC Regulations which occur through or with respect to any

of its Sponsored Participants, including requiring any Sponsored Participants to produce
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CHAPTER 3: PARTICIPANT ACCESS – 28

documents, answer questions from Seed SEF, or appear in connection with an

investigation.
© 2017 Seed SEF LLC

CHAPTER 4: OBLIGATIONS OF PARTICIPANTS – 29

CHAPTER 4: OBLIGATIONS OF PARTICIPANTS

Rule 401. Duties of Participants

(a)1. Each Participant shall (and shall cause all of its Supervised Persons, Authorized Traders and market

participants that directly or indirectly effect a transaction on Seed SEF) if applicable, to:

(i)a.use the Platform in a responsible manner and not for any improper purpose;

(ii)b.use the Platform only to conduct SEF Activity;

(iii)c. observe high standards of commercial integrity, market conduct, fair dealing and just and

equitable principles of trade while conducting any activity on Seed SEF or subject to the Rules;

(iv)d. abide by the terms and conditions of any Contract traded on Seed SEF or subject to the Rules;

(v)e.comply with Seed SEF's Rules and obligations and technical standards for access to the

Platform, including security protocols;

(vi)f. keep complete and accurate books and records, including without limitation, all books and

records of its SEF Activity and his or her activity in the index or instrument used as a reference

price, in the underlying commodity, and related derivatives markets or, and all books and records

required to be maintained pursuant to the CEA, CFTC Regulations or Seed SEF Rules, for the

period required by Applicable Law, and make such books and records available for inspection by

a representative of Seed SEF, the applicablea Regulatory Service Provider (if any) or the CFTC;

(vii)g. employ practices to monitor and enforce compliance with risk limits;

(viii)h. not mislead or conceal any material fact or matter in any dealings or filings with Seed SEF or

in response to any Seed SEF Proceeding; and

(ix)i. keep the Authorized Trader's Trader IDs, accountTrading Account numbers and passwords

confidential.

(b)2. Each Participant shall:

(i)a.be fully liable for all trading losses, all Orders, all Transactions in Contracts effected by such

Participant, all transactions effected on the Platform and for any use of the Platform made by

Participant or the Participant's Authorized Traders, and all trades even if Orders received via the

Platform: (1) were entered as a result of a failure in the security controls and/or credit controls,

other than due to the gross negligence of Seed SEF; or (2) were entered by an unknown or

unauthorized user;

(ii)b.be responsible for promptly informing Seed SEF of any material changes to the information

provided to Seed SEF by the Participant.

Rule 402. Required Disclosures

Each Participant shall immediately notify Seed SEF upon becoming aware of any of the following events:

(a)1. any material change to the contact information provided to Seed SEF by the Participant;

(b)2. any damage to, or failure or inadequacy of, the systems, facilities or equipment of the Participant to

effect transactions pursuant to Seed SEF Rules or to timely perform Participant’s financial obligations

under or in connection with any Swap of such Participant;

(c)3. any refusal of admission of the Participant to, or involuntary withdrawal of the Participant from

membership in, any Self-Regulatory Organization, SEF, DCM or DCO;

(d)4. any expulsion, suspension or fine in excess of $100,000 (whether through an adverse determination,

voluntary settlement or otherwise) imposed on the Participant by any Self-Regulatory Organization, SEF,

DCM, DCO or, with respect to SEF Activity, any relevant Governmental Agency;
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CHAPTER 4: OBLIGATIONS OF PARTICIPANTS – 30

(e)5. any revocation, suspension or conditioning of any registration or license of a Participant necessary to

conduct SEF Activity granted by an Governmental Agency;

(f)6.either (i) the commencement of any judicial or administrative proceeding against the Participant or any

Authorized Trader or Supervised Person or (ii) the imposition of any fine in excess of $100,000, cease

and desist order, denial of trading privileges, censure or other sanction or remedy (whether through an

adverse determination, voluntary settlement or otherwise) imposed, in each case of (i) and (ii), by any

Self-Regulatory Organization, SEF, DCM, DCO or, with respect to SEF Activity, any relevant

Governmental Agency;

(g)7. any indictment or conviction of, or any confession of guilt or plea of guilty or nolo contendere by, any

principals or senior officers of the Participant or any Authorized Trader for any felony or misdemeanor

involving, arising from, or related to, the purchase or sale of any commodity, futures contract, swap, option,

security, security futures product or other financial instrument, or involving or arising from fraud or moral

turpitude; and

(h)8. the Participant'sParticipant, or a 10% per cent or greater owner of the Participant becoming, becomes

the subject of a petition for bankruptcy;

(i)9.the appointment of a receiver, trustee or administrator for the Participant or a 10% or greater owner of the

Participant;

(j)10. the presentment of a petition, or the passing of a resolution, for the Participant's or a 10% or greater

owner of the Participant winding-up;

(k)11. the commencement of proceedings for the Participant's or the 10% or greater owners of the Participant

dissolution; or

(l)12. the occurrence of an event of insolvency with respect to the Participant or the 10% owner or greater

owner of the Participant.

Rule 403. Right of Inspection

(a)1. Each Participant agrees that Seed SEF (or its authorized representative, including any Regulatory

Services Provider) shall be entitled, upon reasonable prior notice, to (i) inspect or examine the systems,

equipment and software operated or used by Participant in connection with SEF Activity or subject to the

Rules, (ii) have access to the books and records of the Participant, (iii) have access to the systems,

equipment and software operated or used by Participant in connection with SEF Activity, and the premises

where the same is located, and any data stored therein, and (iv) remove, copy or reproduce any data to

which Seed SEF has access under this Rule.

(b)2. Upon request of Seed SEF, a Participant shall provide such information concerning the Participant’s

(and any of its Customer’ and Authorized Traders’) use of SEF Activity as Seed SEF may reasonably

designate.

(c)3. Upon request of Seed SEF, each Participant shall provide evidence of its financial condition at such

times and in such manner as shall be prescribed by Seed SEF.

Rule 404. Minimum Financial and Related Reporting

Requirements

Each Participant that is registered with any Self-Regulatory Organization shall comply with the provisions of

Applicable Law relating to minimum financial and related reporting and recordkeeping requirements.

Rule 405. Customers

(a)1. No Participant shall carry an accounta Trading Account for or enter an Order in the name of a Customer

unless the Participant has entered into a Written agreement with the Customer that is in compliance with

Applicable Law and Seed SEF Rules.
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CHAPTER 4: OBLIGATIONS OF PARTICIPANTS – 31

(b)2. Each Participant must; (i) ensure that the Customer is an ECP at the time of execution of any Swap; (ii)

subject every Swap executed for the Customer to the terms of Seed SEF Rules insofar as they are

applicable to that Swap; (iii) in relation to any Swap executed for the Customer, be able to comply with all

requirements of Seed SEF Rules and any other arrangements, provisions and directions given by Seed

SEF; and (iv) provide Seed SEF (and its authorized representatives), access to all information in

connection with or related to its SEF Activity necessary for monitoring and enforcement of Seed SEF

Rules.

Rule 406. Trading Limitations, Termination, Suspension

(a)1. In accordance with, and subject to, the procedures provided in Chapter 8, Seed SEF may, upon the

occurrence of any of the following events, impose limitations, conditions and restrictions on a Participant

or Authorized Trader, as applicable, or suspend or terminate any such status if such Person:

(i)a.fails to satisfactorily demonstrate its ability to satisfy the eligibility criteria to become or remain a

Participant;

(ii)b.is unable to satisfactorily demonstrate its ability to adhere to all applicable Seed SEF Rules;

(iii)c. would bring Seed SEF into disrepute as determined by Seed SEF in its sole discretion or;

(iv)d. for such other cause as Seed SEF may reasonably determine.

(b)2. When the Trading Privileges of a Participant are terminated, all of a Participant’s rights and Trading

Privileges will terminate, except for the right of the Participant in question to assert claims against others,

as provided in Seed SEF Rules. Any such termination will not affect the rights of creditors under Seed

SEF Rules.

(c)3. A suspended or terminated Participant, Authorized Trader or Supervised Person remains subject to

Seed SEF Rules and the jurisdiction of Seed SEF for acts and omissions prior to the suspension or

termination, and must cooperate in any inquiry, investigation, or disciplinary proceeding, summary

suspension or other summary action as if the suspended or terminated Participant still had Trading

Privileges. SEF may discipline a suspended Participant or Authorized Trader under the Rules for any

violation of a SEF Rule or provision of Applicable Law committed by the Participant or Authorized Trader

before, during or after the suspension.

(d)4. Upon default of any Swap by a Participant or Customer, Seed SEF shall have the right to arrange the

liquidation of all or some Swap positions of such Participant or Customer, as applicable, opened via Seed

SEF.

Rule 407. Access to Position Information

(a)1. Without limiting any provision of these Rules, Seed SEF shall have the authority to obtain from any

Participant information with respect to positions of such Participant or any Customer of such Participant.

This authority shall include the authority to obtain information concerning positions maintained at other

firms, and it shall be the obligation of a Participant receiving such an inquiry to obtain such information. In

the event a Participant fails to provide the requested information, Seed SEF, in addition to any other

remedy under these Rules, may order that the Participant liquidate the positions that are related to the

inquiry.

(b)2. Participants shall submit to Seed SEF, upon request, such information as Seed SEF may require with

respect to the positions the Participant or its Customer owns or controls on another venue, in such form

and manner as may be specified by Seed SEF.

Rule 408. CTI Code

Each Participant must identifymark each transaction Trading Account through which Transactions are

executed on the Platform on the record of transactions submitted to Seed SEF with the correct CTI Code.,
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CHAPTER 4: OBLIGATIONS OF PARTICIPANTS – 32

and only submit the same type of Transactions to such Trading Account as it is so marked. The CTI Codes

are as follows:

(a)1. C1: Transactions initiated and executed by an individual membera Participant for hisits own account,

for an account he controls or for an account in which he has ownership or financial interest;

(b)2. C2: Transactions initiated and executed for the proprietary account of a clearing member or nonclearing member firmby a FCM for its own financial interest;

(c)3. C3: Transactions where an individual member or authorized trader executesinitiated and executed by

a Participant for the personal account of another individual member, for an account the other individual

member controls or for an account in which the other individual member has ownership or financial interest

of another Participant;

(d)4. C4: Any transactionTransaction not meeting the definition of C1, C2 or C3. (These should be nonmember customer transactions).Non-Participant Customer Transactions.

Rule 409. Books and Records

(a)1. Participant Books and Records.

(i)a.Each Participant shall prepare and keep current all books, ledgers and other similar records

relating to its SEF Activity required to be kept by it pursuant to the CEA, CFTC Regulations and

these Rules and shall prepare and keep current such other books and records relating to its SEF

Activity and adopt such forms as Seed SEF may from time to time prescribe. Such books and

records shall be made available, upon request, to Seed SEF, the CFTC, the Department of Justice

or any Governmental Agency, regulator or Self-Regulatory Organization with jurisdiction over

Seed SEF, and their respective Authorized Representatives.

(ii)b.In addition to information required by subsection (a) of this Rule 409, each Participant must

comply with all applicable requirements of CFTC Regulation 1.35.

(iii)c. As required by CFTC Regulation 37.404, each Participant must keep records of their trading

on Seed SEF (including records of its activity in the index or instrument used as a reference price,

the underlying commodity and related derivatives markets) and make such records available,

upon request, to Seed SEF, the CFTC or any Governmental Agency, regulator or Self-Regulatory

Organization with jurisdiction over Seed SEF, and their respective Authorized Representatives.

(iv)d. Each Participant shall keep all books and records required to be kept by it pursuant to these

Rules for a period of five (5) years from the date on which they are first prepared unless otherwise

provided in these Rules or required by Applicable Law. Such books and records shall be readily

accessible during the first two years of such five-year period. During such five-year period, all

such books and records shall be made available for inspection by, and copies thereof shall be

delivered to, Seed SEF and its Authorized Representatives upon request.

(v)e.Seed SEF may require a Participant to furnish such information concerning the Participant’s

business that is subject to these Rules as Seed SEF deems necessary to enable it to perform its

obligations under Applicable Law, including information relating to (i) Swaps executed on Seed

SEF and in related derivatives markets, including in the products underlying those Swaps, and (ii)

information requested by a Government Agency relating to Seed SEF and/or Seed SEF’s

compliance with Applicable Law that Seed SEF believes is maintained by, or otherwise in the

possession of, a Participant. All data and information provided to or obtained by Seed SEF

pursuant to this Rule 409 shall be subject to the provisions of Rule 1010.

(b)2. Seed SEF Books and Records. Seed SEF shall keep, or cause to be kept, complete and accurate books

and records, including all books and records required to be maintained pursuant to the CEA, the CFTC

Regulations or the Seed SEF Rules as required by CFTC Regulation 1.31.

Rule 410. [Reserved]

[Reserved]
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CHAPTER 4: OBLIGATIONS OF PARTICIPANTS – 33

Rule 411. Authority to Impose Restrictions

Whenever a Participant is subject to the early warning requirements set forth in CFTC Regulation § 1.12, Seed

SEF may impose such conditions or restrictions on the business and operations of such Participant or as the

Participant may deem necessary or appropriate for the protection of Customers, other Participants, or the

Seed SEF.

Rule 412. Participant Treatment of Customer Funds and

Securities

Each Participant that is required to be registered with any Government Agency, including the CFTC, the U.S.

Securities and Exchange Commission and any Self-Regulatory Organization, shall comply with the provisions

of Applicable Law, including but not limited to the rules and regulations such Government Agency imposes on

a Participant relating to the treatment of Customer funds and the maintenance of books and records with

respect thereto, including the segregation of Customer and proprietary funds, the custody of Customer funds,

the investment standards for Customer funds, intermediary default procedures and related record-keeping.

This includes, but is not limited to CFTC Regulations 1.20(a) and 1.25.

Rule 413. Disclosure Requirements

Each Participant must comply with all disclosure requirements set forth in applicable CFTC Regulations. Any

such disclosure may be combined with a disclosure regarding the existence of financial interests held by the

Participant in Seed SEF or any other SEF, DCM or exchange.
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CHAPTER 5: SEED SEF SERVICES – 34

CHAPTER 5: SEED SEF SERVICES

Rule 501. Real-Time Public Reporting

(a)1. In General.

(i)a.CFTC Regulation Part 43, which sets forth the rules regarding real-time reporting, requires certain

transaction and pricing data to be reported to a Swap Data Repository as soon as technologically

practicable after Execution on or pursuant to the rules of the SEF.

(ii)b.For purposes of these Rules 501 and 502, "as soon as technologically practicable" means as

soon as possible, taking into consideration the prevalence, implementation and use of technology

by comparable market participants.

(iii)c. The responsibilities for real-time reporting pursuant to CFTC Regulation Part 43 will vary

depending on whether or not the Transaction is executed on or pursuant to Seed SEF Rules.

(iv)d. A Participant or Participant’s Counterparty must transmit all data required to be reported under

CFTC Regulation Part 43 for any Block Trades to Seed SEF as soon as technologically

practicable after Execution, but in any event before the times set forth in CFTC Regulation 43.5(d),

or any successor regulation thereto.

(v)e.For Transactions executed on the Platform or pursuant to the Seed SEF Rules, including Block

Trades, Seed SEF will fulfill the real-time reporting obligations in CFTC Regulation Part 43. Seed

SEF may enter into contractual relationships with third party service providers to transmit the

Swap transaction and pricing data to a Swap Data Repository.

(vi)f.Seed SEF shall have the authority to charge fees for the transmission of transaction and pricing

data to a real-time disseminator for Transactions executed on the Platform or pursuant to the rules

of Seed SEF; provided, however, that such fees shall be equitable and non-discriminatory.

(vii)g. Seed SEF reports all transaction and pricing data to the CME SDR for the Swaps that it lists

for trading.

(viii)h. Seed SEF's transmissions of swap transaction and pricing data will include an actual

description of the underlying commodity or asset.

(b)2. Pursuant to CFTC Part 43 and Appendix A Seed SEF will report all transaction and pricing data for

Transactions executed on the Platform or pursuant to the Seed SEF Rules as soon as technologically

practicable after Execution to a registered Swap Data Repository for public dissemination.

(c)3. Pursuant to CFTC Regulation 43.4(f)(2), or any successor regulation thereto, Seed SEF will report the

actual notional or principal amount for all Swaps executed on or pursuant to the rules of Seed SEF,

including those of any Block Trade, to a registered Swap Data Repository. However, this amount may be

rounded or capped by such Swap Data Repository prior to public dissemination.

(d)4. Seed SEF will not disclose transaction or pricing data for any Transactions to the general public prior

to the public dissemination of such data. However, Seed SEF may permit on a non-discriminatory basis

Participants and any market participants subscribing to Seed SEF for information services to access such

data after or at the same time that Seed SEF transmits such data to a registered Swap Data Repository

pursuant to this Rule 501.

(e)5. Real-time dissemination of Block Trades will be done in accordance with Rule 502. Seed SEF shall

notify the registered Swap Data Repository of any Block Trade election in accordance with Rule 608 when

transmitting swap transaction and pricing data for a Block Trade to the registered Swap Data Repository.

(f)6.If a Participant becomes aware of an error or omission in the swap transaction or pricing data which was

reported to Seed SEF, it shall promptly inform the other Participant in the transaction and submit the

corrected information to Seed SEF.

(g)7. If Seed SEF becomes aware of an error or omission in the swap transaction or pricing data, by being

informed of such by a Participant or from its own efforts, Seed SEF will promptly submit such corrected

data to the registered Swap Data Repository to which it sent the original information. In no event will Seed

SEF submit or agree to submit a correction or cancellation that re-reports swap transaction or pricing data
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CHAPTER 5: SEED SEF SERVICES – 35

in order to gain or extend a delay in public dissemination of accurate transaction or pricing data or to

otherwise evade the reporting requirements of Part 43.

(h)8. If at any time during closing hours the registered Swap Data Repository is unable to receive and hold

in queue swap transaction and pricing data pursuant to this part, then the registered Swap Data Repository

shall, immediately upon reopening, issue notice that it has resumed normal operations. Seed SEF, which

is obligated under this section to report data to the registered Swap Data Repository, shall report the data

to the registered Swap Data Repository immediately after receiving such notice.

(i)9.Seed SEF shall timestamp swap transaction and pricing data relating to a Transaction with the date and

time, to the nearest second (at a minimum) of when such SEF:

(i)a.Receives data from a Counterparty (if applicable); and

(ii)b.Transmits such data to the registered swap data repository for public dissemination.

Rule 502. Regulatory Reporting

(a)1. Reporting Required Swap Creation Data .

(i)a.Seed SEF will report all required swap creation dataRequired Swap Creation Data for each swap

executed on or pursuant to the rules of the SEF, as soon as technologically practicable after

execution of the swap, including all confirmation data and all PET data for the swap as defined in

CFTC Regulation 45.1. Seed SEF will report all data fields pursuant to Part 45 Appendix 1 of the

CFTC Regulations to the SDR as soon as technologically practicable after execution of the swap

transaction.

(ii) CFTC Regulation Part 45, which sets forth the rules regarding regulatory reporting, requires

Creation Data for every Transaction executed on or pursuant to the Rules of the SEF to be

reported as soon as technologically practicable to a Swap Data Repository after Execution.

Creation Data includes all Primary Economic Terms Data and Confirmation Data.

(iii) The responsibilities for regulatory reporting pursuant to CFTC Regulation 45.3, or any

successor regulation thereto, will vary depending on whether or not the Transaction is

executed on or subject to the rules of Seed SEF

b. For Transactions executed on the CLOB or subject to the rules of Seed SEF, including Block

Trades, Seed SEF will report the Primary Economic Terms Data and Confirmation Data to a Swap

Data Repository. Seed SEF may enter into contractual relationships with third party service

providers to transmit the Primary Economic Terms Data and Confirmation Data to such Swap

Data Repository.

(iv)c. A Participant or Participant's Counterparty must transmit all data required to be reported under

CFTC Regulation Part 45 for any Block Trades to Seed as soon as technologically practicable

after Execution.

d. Participant must provide Seed SEF with all required information to enable Seed SEF to report all

Required Swap Creation Data including but not limited to:

i. The LEI of the Participant placing the order, if available, or the Trading Account number

of the Participant if the Participant is a natural person;

ii. A yes/no indication of whether the Participant is a Swap Dealer with respect to the product

for which the order is placed;

iii. A yes/no indication of whether the Participant is a Major Swap Participant with respect to

the product for which the order is placed;

iv. A yes/no indication of whether the Participant is a financial entity as defined in CEA

section (2)(h)(7)(C); and

v. A yes/no indication of whether the Participant is a U.S. person.

e. Seed SEF shall determine the Reporting Counterparty as per CFTC Regulation 45.8.

(v)f.If both Counterparties are Swap Dealers, or both Counterparties are Major Swap Participants, or

both Counterparties are neither Swap Dealers nor Major Swap Participants that are financial
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CHAPTER 5: SEED SEF SERVICES – 36

entities as defined in CEA section 2(h)(7)(C), or both Counterparties are neither Swap Dealers

nor Major Swap Participants and neither Counterparty is a financial entity as defined in CEA

section 2(h)(7)(C), then the seller of an option or the Counterparty that is paying floating if a

Fixed/Floating swap is the Reporting Counterparty.

(vi)a. For Transactions executed on the CLOB or subject to the rules of Seed SEF, including Block

Trades, Seed SEF will report the Primary Economic Terms Data and Confirmation Data to a Swap

Data Repository. Seed SEF may enter into contractual relationships with third party service

providers to transmit the Primary Economic Terms Data and Confirmation Data to such Swap

Data Repository.

(vii) Participant must provide Seed SEF with all required information to enable Seed SEF to report

all Creation Data including but not limited to:

(A) The LEI of the Participant placing the order, if available, or the account number of the

Participant if the Participant is a natural person;

(B)i.A yes/no indication of whether the Participant is a Swap Dealer with respect to the

product for which the order is placed;

(C)i. A yes/no indication of whether the Participant is a Major Swap Participant with

respect to the product for which the order is placed;

(D)i. A yes/no indication of whether the Participant is a financial entity as defined in CEA

section (2)(h)(7)(C); and

(E)i.A yes/no indication of whether the Participant is a U.S. person.

(viii)g. Seed SEF shall use the information obtained pursuant to Rule 502(a)(vii) to identify the

Counterparty that is the Reporting Counterparty wherever possible. If Seed SEF cannot identify

the Reporting Counterparty from the information available to it or cannot identify the seller in

accordance with Rule 502(a)(v) , Seed SEF shall:

(A)i. Notify each Counterparty, as soon as technologically practicable after execution of the

swap, that the Reporting Counterparty cannot be identified, and, if applicable, that neither

Counterparty is a U.S. person; and ; and

(B)ii. Transmit to each Counterparty the LEI (or unique Participant identifier provided by Seed

SEF) of the other Counterparty for them to determine, and inform Seed SEF upon

determination, which should be the Reporting Counterparty, if any.

(ix)h. Seed SEF shall have the authority to charge fees for any services provided pursuant to this

Rule 502; provided, however, that such fees shall be equitable and non- discriminatory.

(b)2. Reporting Required Swap Continuation Data .

(i) CFTC Regulation Part 45 requires Continuation Data to be reported to a Swap Data

Repository during the life of any Transaction. Continuation Data includes life-cycle event data

or state data, each as defined in CFTC Regulation 45.1, or any successor regulation thereto,

and Valuation Data. Life-cycle event means any event that would result in either a change to

a Primary Economic Term of a swap or to any Primary Economic Terms Data previously

reported to a Swap Data Repository in connection with a swap. Examples of such events

include, without limitation, a Counterparty change resulting from an assignment or novation;

a partial or full termination of the swap; a change to the end date for the swap; a change in

the cash flows or rates originally reported; availability of an LEI for a swap counterparty

previously identified by name or by some other identifier; or a corporate action affecting a

security or securities on which the swap is based (e.g., a merger, dividend, stock split, or

bankruptcy).

(ii) Required swap continuation data is all of the data elements that must be reported during the

existence of a swap to ensure that all data concerning the swap in the Swap Data Repository

remains current and accurate, and includes all changes to the primary economic terms of the

swap occurring during the existence of the swap. For this purpose, required swap continuation

data includes: all life-cycle event data for the swap if the swap is reported using the life-cycle

reporting method; all state data for the swap if the swap is reported using the snapshot

reporting method; and all valuation data for the swap.
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CHAPTER 5: SEED SEF SERVICES – 37

a. CFTC Regulation Part 45 requires Required Swap Continuation Data to be reported to a Swap

Data Repository during the life of any Transaction.

(iii)b. Pursuant to CFTC Regulation 45.4(c), the responsibility for reporting Required Swap

Continuation Data for any Transaction, whether or not the Transaction is executed on a Swap

Execution Facility, will be reported to the relevant Swap Data Repository bylies on the Reporting

Counterparty.

(iv) Seed SEF will have no obligation to fulfill any requirements to may report Required Swap

Continuation Data to the SDR for any Participant, including Valuation Data as that term is

defined in CFTC Regulation § 45.1.

(v)c.IfTransactions executed on Seed SEF reports Continuation Data for any Participant that is aon

behalf of Participants, as a service to those Participants, however the Reporting Counterparty,

such Participant to the Transaction will at all times remain responsible for the performance of any

and all regulatory reporting requirements imposed on such Participant under CFTC Regulation

Part 45. For the avoidance of doubt, Seed SEF will have no obligation to fulfill any requirements

to report Required Swap Continuation Data for any Participant, including Valuation Data as that

term is defined in CFTC Regulation 45.1. If the service is offered by Seed SEF, and a Participant

does not wish Seed SEF to submit Required Swap Continuation Data on their behalf, in the event

that they are a Reporting Party to a Transaction, they must inform the Seed SEF Compliance

Department.

Rule 503. Maintenance of Books and Records by Seed SEF

(a)1. Seed SEF shall keep, or cause to be kept, complete and accurate books and records of all activities

relating to the business of Seed SEF, including a complete audit trail for all Swaps executed on or subject

to the rules of Seed SEF, investigatory files, and disciplinary files, and all books and records required to

be maintained pursuant to the CEA and CFTC Regulations.

(b)2. Seed SEF shall retain all records required to be kept pursuant to CFTC Regulations 43.3 and 45.2 with

respect to each swap throughout the life of the swap and for a period of at least five (5) years following

the final termination of the swap. Records relating to Swaps shall be readily accessible via real time

electronic access by Seed SEF throughout the life of the Swap and for two (2) years following the final

termination of the Swap, and shall be retrievable by Seed SEF within three (3) business daysBusiness

Days through the remainder of the period following final termination of the Swap during which it is required

to be kept.

(c)3. All books and records kept pursuant to this Rule 503 shall be reported to the CFTC as requested by the

CFTC and shall be open to inspection and examination by the CFTC, U.S. Department of Justice, the

U.S. Securities and Exchange Commission, or by any representative of a prudential regulator as

authorized by the CFTC. Seed SEF shall provide copies of all such records, at its own expense to any

representative upon request either by electronic means, in hard copy, or both, as requested by the

Commission.

Rule 504. Transaction Confirmations

(a)1. The economic terms specific to the Transaction agreed to by the Participants on Seed SEF shall be

reflected by Seed SEF in a written communication (the "Trade Communication") sent to the applicable

Participants.

(i)a.The Trade Communication shall incorporate by reference the terms of freestanding agreements

previously negotiated between the applicable Participants (including, without limitation, ISDA

master agreements, other master agreements, term supplements, master confirmation

agreements, and industry definitions incorporated therein) Counterparty Agreements governing

such Transactions and existing at the time of Execution (the “Terms Incorporated by

Reference”.”). The Trade Communication and the Terms Incorporated by Reference shall, taken

together, comprise all of the terms of such Transaction and constitute a confirmation for purposes

of CFTC Regulation 37.6(b) (the “Seed SEF Confirmation”).
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CHAPTER 5: SEED SEF SERVICES – 38

(ii)b.In satisfaction of the obligations imposed on Seed SEF under CFTC Regulation 37.6(b): (Ai) each

Trade Communication is deemed to incorporate the Terms Incorporated by Reference defined in

this Rule 504; (Bii) the Participants hereby agree that the provisions of Rule 504(a)(iii) shall govern

any conflicting terms; and (Ciii) Participants shall monitor all applicable records and documents

in accordance with CFTC’s applicable guidance, interpretation and no-action letters.

(iii)c. In the event of any inconsistency between (Ai) the Trade Communication and (B) the Terms

Incorporated by Reference, the terms of the Trade Communication shall legally supersede any

contradictory terms, which shall be stated in each Seed SEF Confirmation.

(iv)d. Seed SEF shall electronically issue the Seed SEF Confirmation to the applicable

counterparties as soon as is technologically feasible after execution.

(v) All Participants must provide copies of the underlying previously-negotiated freestanding

agreements to Seed SEF on request.

(vi)e. If requested by the CFTC, Seed SEF is required to request from participants the underlying

previously-negotiatedexecuted freestanding agreements, and Seed SEF is required to furnish

such documents to the CFTC as soon as they are available.

(b)2. A Seed SEF Confirmation shall be deemed to be a binding and fully enforceable confirmation of the

Transaction between such parties.

(c)3. A Seed SEF Confirmation shall be deemed to be fully and mutually executed by the parties, “signed”

and “in writing” for any and all purposes, and the resulting Seed SEF Confirmation shall constitute the

controlling confirmation with respect to the applicable Transaction.

(d)4. Participant agrees not to contest the legally binding nature or enforceability of any Transaction entered

into or negotiated on the Platform or subject to the rules of Seed SEF and further agrees not to contest or

assert any defense to the validity or enforceability of any Transaction on the basis that such Transaction

was executed or negotiated electronically or subject to the rules of Seed SEF or on the basis of any law

requiring agreements to be in writing or to be signed by the parties. Participant hereby waives any and all

rights to assert any such claims.

(e)5. Participant agrees to use commercially reasonable efforts to promptly review all SEF Confirmations and

to reconcile any data or other discrepancies. Objections to the contents of SEF Confirmations must be

submitted to Seed SEF, in writing, promptly upon receipt, but no later than the close of that Seed Business

Day. Any discrepancies, errors or omission with respect to SEF Confirmations shall be resolved as

provided in the Seed SEF Rules.

Rule 505. Audit Trail Program

(a)1. Seed SEF’s audit trail permits it to track orders from the time of receipt through fill, or other disposition,

and includes both order and trade data. The audit trail program includes all original source documents

and an electronic transaction history database. The electronic transaction history database includes a

history of all orders and trades entered into the Platform, including all orders, trades, and order

modifications and cancellations. An adequate transaction history database also includes:

(i)a.All data that is input into the trade entry or matching system for the transaction to match;

(ii)b.Customer Type Indicator code; and

(iii)c. Timing and sequencing data adequate to reconstruct trading.

(b)2. Seed SEF will enforce its audit trail and recordkeeping requirements through at least annual reviews of

all Participants to verify their compliance with Seed SEF's audit trail and recordkeeping requirements.

Such reviews will include, but are not limited to, reviews of randomly selected samples of front-end audit

trail data for order routing systems; a review of the process by which user identifications are assigned and

user identification records are maintained; a review of usage patterns associated with user identifications

to monitor for violations of user identification rules; and reviews of accountTrading Account numbers and

Customer Type Indicator codes in trade records to test for accuracy and improper use.

(c)3. Seed SEF's audit trail enforcement program will identify Participants that have failed to maintain high

levels of compliance with such requirements and will sanction Participants for deficiencies. Sanctions will
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CHAPTER 5: SEED SEF SERVICES – 39

not include more than one warning letter for the same violation of audit trail or recordkeeping requirements

within a rolling twelve-month period.

Rule 506. Monitoring of Trading and Trade Processing

Seed SEF will monitor trading on the Platform in order to prevent manipulation, price distortion, and disruptions

of the delivery or cash settlement process through surveillance, compliance, and disciplinary practices and

procedures, including through the real-time monitoring of trading, and comprehensive trade reconstruction.

Rule 507. Use of Data Collected from Participants

Subject to the provisions of Rule 215, as applicable, Seed SEF shall not use for business or marketing

purposes any proprietary or confidential data that Seed SEF collects or receives from any Participant for the

purposes of fulfilling Seed SEF’s regulatory obligations (“Participant Proprietary Data”), unless the

Participant from whom it collects or receives such data consents to Seed SEF’s use of such data in such

manner. Seed SEF shall not condition access to Seed SEF or its services on a Participant’s consent to Seed

SEF’s use of such data for business or marketing purposes. Where necessary for regulatory purposes, Seed

SEF may share Participant Proprietary Data with one or more other swap execution facilities, designated

contract markets, or other trading facilities.

Rule 508. Publication of Trading Information

Seed SEF will publish trading information as required by CEA Section 5h(f)(9) and Parts 16 and 37 of CFTC

Regulations.

Rule 509. Error Trade Review and Notification of Action Taken

(a)1. Any Trade executed on or in accordance with the Rules of Seed SEF can be canceled, corrected, or

adjusted only upon consent of the SEF and in accordance with this Rule 509. To request cancellation,

correction, or adjustment of a Trade alleged to be erroneous (“Alleged Error Trade”), a Participant must

notify Seed SEF by providing the Trade ID of the Alleged Error Trade and stating the grounds for the

request as soon as possible, but no later than 4:30 p.m. Chicago time on the date of Execution of the

Alleged Error Trade.

(b)2. For an Alleged Error Trade, the CCO and/or the CCO designee will review promptly the electronic audit

trail of the Alleged Error Trade as well as any other facts and circumstances associated with the Alleged

Error Trade. If Seed SEF makes an affirmative finding that the Alleged Error Trade was the result of a

clerical or operational error and that the cancellation, correction, or adjustment of the Alleged Error Trade

is appropriate and would not adversely impact market integrity, or otherwise violate the CEA, CFTC

Regulations or SEF Rules, Seed SEF will designate such Alleged Error Trade as an “Error Trade.”

(c)3. Seed SEF will inform affected Participants of the Error Trade and of the next steps that the Participants

must or could make. Seed SEF will also inform the affected Participants of the final disposition of the Error

Trade.

(d)4. For purposes of this Rule 509, a Participant involved in an Alleged Error Trade and acting on behalf of

a Customer or as an Introducing Broker shall have the authority to request or consent to the cancellation,

adjustment or offset, as applicable, of such Trade on behalf of the Customer involved in the Trade.
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Rule 510. Error Trade Cancellation and Adjustment

(a)1. Participant Error. The Participants involved in an Error Trade may mutually agree to cancel the Error

Trade or to adjust the price of the Trade. SEF will cancel or adjust the Error Trade as instructed by the

affected Participants.

(b)2. System Error. If, after its own investigation or upon notice from a Participant, Seed SEF determines in

its sole discretion that the execution of a Trade was the result of an error made by the Platform and

designates the Trade as an Error Trade, then Seed SEF may:

(i)a.cancel such Trade; or

(ii)b.if both Participants affected by the Error Trade agree, adjust the price.

(c)3. Timing of a Cancellation or Adjustment. Any cancellation or adjustment made pursuant to this Rule 510

shall be made before the opening of trading on the Business Day after the Error Trade was discovered.

(d)4. Trade Cancellation and Adjustment by SEF.

(i)a.SEF may adjust or cancel a Trade that resulted from a market disrupting event or that is executed

at a price that was outside the normal trading range.

(ii)b.If SEF takes action pursuant to this Rule 510, it will give prompt notice to the affected Participants

and will use good faith, commercially reasonable efforts to obtain such Participants’ consent to

such adjustment or cancellation.

(e)5. Trade Reporting by SEF. SEF will report the adjustment or cancellation of the Error Trade and any new

Trade entered into pursuant to this Rule in accordance with the provisions of this Chapter 5.

Rule 511. Swap Contract Specifications

(a)1. Notwithstanding any provision of Seed SEF Rules to the contrary, the Swap Specification with respect

to a particular Swap specified in Chapter 1311 and beyond shall govern the applicability of Seed SEF

Rules to trading in such Swap and, in the event of any conflict between Seed SEF Rules and the Swap

Specification, the Swap Specification shall govern with respect to trading in the relevant Swap.

(b)2. The Swap Specification for each individual Swap may specify:

(i)a.different classes of Participants eligible to trade such Swaps. Each such class of Participants shall

have the rights and obligations specified by the Swap Specification for each such Swap;

(ii)b.whether such Swap may be settled via cash settlement, physical delivery of the underlying

commodity, or by any other means, as applicable; and

(iii)c. the method for determining settlement prices.

Rule 512. Clearing of Transactions.

Seed SEF does not facilitate any Transactions that are Required Transactions or intended by the

counterparties to such Transactions to be cleared.
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CHAPTER 6: TRADING PRACTICES AND BUSINESS

CONDUCT

Rule 601. Scope

This Chapter 6 prescribes Rules concerning trading practices and business conduct on Seed SEF and applies

to all Orders and Transactions in Swaps.

Rule 602. Procedures

(a)1. With respect to trading on or though the Platform, Seed SEF may adopt, without limitation, procedures

relating to transactions in Contracts and trading on the Platform, including procedures to:

(i)a.disseminate the prices of bids and offers on, and trades in, Contracts;

(ii)b.record Contracts and SEF Activity;

(iii)c. perform market surveillance and regulation on matters affecting Contracts and SEF Activity;

(iv)d. establish limits on the number and/or size of Orders that may be submitted by a Participant

through the Platform;

(v)e.establish limits on the number of Contracts that may be held by a Participant;

(vi)f.establish a limit on the maximum daily price fluctuations for any Contract and provide for any

related restriction or suspension of trading in the Contract; and

(vii)g. require a suspended or expelled Participant, or a Participant with restricted trading rights, to

have Contracts executed for the Participant to reduce or eliminate any open position or exposure

to price changes for the Participant in any Contract.

(b)2. Seed SEF may, in its discretion and at any time, amend any procedures adopted pursuant to Rule

602(a) in accordance with the applicable CFTC procedures, and will publish the amendments in a Notice

to Participants or in any other manner determined appropriate by Seed SEF.

Rule 603. Seed Business Days and Trading Hours

Except as provided in Rule 210 with respect to Emergency Actions, Seed SEF shall operate every day,

Monday to Friday, except U.S. national holidays. Seed SEF shall be open for trading between the hours of

9:307:00 am and 2:304:00 pm Central Time. Seed SEF shall determine and publish a Notice to Participants

listing Business Days and the Trading Hours for each Swap.

Rule 604. Trading on the CLOB

(a)1. Except as provided in, and in accordance with, Rule 608, all Transactions on Seed SEF will be matched

and executed through the operation of the CLOB.

(b)2. Trading on the CLOB remains open throughout the Trading Day. Executable Orders shall be displayed

separately in the Order Book with respect to Swaps. Only Bids (Offers) of a counterparty that has

previously established an acceptable bilateral credit arrangement with the Participant will be executable

on the CLOB.Seed Business Day. All Orders in the CLOB are anonymous. Orders are entered into the

CLOB by Participants or their agents.

(c)3. The CLOB matches Orders using an automated matching algorithm. Bids and Offers are matched on

the basis of price/time priority; that is, an Order at a better price will always have priority over an Order at

an inferior price and older Orders will have priority over newer Orders at the same price; provided however,
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a Bid (Offer) for a Swap can only be matched against an Offer (Bid) for the same Swap, but only with a

counterparty who has previously arranged acceptable bilateral settlement arrangements. All

counterparties. All Participants must have available credit in order for their Bid or Offer to be entered into

the CLOB.

(d)4. Trading on the CLOB begins at the opening time.

(e)5. A Trade is executed on the CLOB when the price of a bid (offer) equals or is greater (less) than the

price of an offer (bid) for the same Contract and, if an Option order, the same Strike Price and Option

type.

(f)6.Details of each Transaction executed on the CLOB or subject to Seed SEF’s Rules will be recorded by

Seed SEF, and confirmationa Confirmation of the Transaction will be displayed on the Platform for each

Authorized Trader who is a party to the Transaction.

(g)7. Failure of Seed SEF to broadcast any message in respect of a Transaction on Seed SEF or subject to

the Rules shall not invalidate such Transaction.

(h)8. In the event that the Platform or any part of the Platform fails, Seed SEF’s determination that a

Transaction has or has not been made shall be conclusive and binding.

Rule 605. Orders

1. The following order types are provided for trading on the CLOB:

(a)a.Limit Orders. Limit Orders are orders to buy or sell a stated quantity at a specified price, or at a

better price, if obtainable. Unless otherwise specified, any residual volume from an incomplete

limit order is retained until it is withdrawn or executed. It is a good till cancelled limited order.

(b)b.Market Orders. Market orders are orders that are executed at the best price or prices available

in the Order Book at the time the Order is received by Seed SEF until the Order has been filled in

its entirety.Order Modification and Cancellation

(c)2. Any Order that has been entered into the Platform may be modified or cancelled unless and until it has

been executed or has otherwise expired. Any such modification or cancellation requires that a modification

order or cancellation order, as the case may be, with respect to the original Order be entered into the

Platform. Such modification or cancellation will become effective upon receipt by the Platform of the

modification order or cancellation order, as the case may be. If the amount of an Order is reduced, the

time priority originally assigned to the order does not change. However, revising the price or increasing

the amount of an Order will change the Order’s time priority and the time for such modified Order shall be

the time the Platform receives the revision.

(d)3. If for any reason the connection to the Platform is lost, all Orders entered from that location are

cancelled.

Rule 606. Order Entry

(a)1. It shall be the duty of each Authorized Trader to:

(i)a.Submit orders that include their User ID; and

(ii)b.Input the price, quantity, Seed SEF contract code and appropriate accountTrading Account

designation for each order.

(b)2. The accountTrading Account designation must be an accountTrading Account number, accountTrading

Account name or other identifying notation that is uniquely tied to a specific accountTrading Account owner

for whom the order is placed.
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Rule 607. Pre-Execution Communications and Pre-Discussed

Trades

(a)1. Pre-Execution Communications with respect to Permitted Transactions in Swaps shall be allowed.

(b)2. No Person shall enter a pre-discussed Permitted Transaction for illegal or improper purposes.

Rule 608. Block Trades

(a)1. In addition to execution through the CLOB, transactions that meet the following conditions may be

matched by Brokers or Participants and submitted to Seed SEF for execution as Block Trades; provided

however, the transaction shall not be considered to be executed until accepted by Seed SEF:

(i)a.The Participants have consented in writing on a transaction-specific basis or on a blanket basis

to entering into a transaction under the procedures of this Rule, and have agreed to all of the

terms of the transaction prior to the Broker or Participant reporting the transaction to Seed SEF;

(ii)b.The transaction is reported in the form and manner specified by Seed SEF as soon as

practicable, following agreement of the Participants to the terms of the transaction;

(iii)c. The transaction may not be entered into for illegal or improper purposes; and

(iv)d. The Broker must keep full, complete and systematic records of the transaction as required by

CFTC Regulation 1.35.

(b)2. Seed SEF shall designate the products in which block trades shall be permitted and determine the

Appropriate Minimum Block Size for such transactions.

(c)3. A broker shall not execute any Order by means of a block trade for a Person unless such Person has

specified that the order be executed as a block trade.

(d)4. Each Order underlying a Block Trade must comply with Applicable Law, including without limitation all

CFTC Regulations governing Block Trades.

(e)5. Block Trade prices will not trigger unexecuted Orders in the Order Book.

(f)6.Submission.

(i)a.Block Trades must be reported to Seed SEF in a manner (and subject to the deadlines) prescribed

from time to time by Seed SEF, after price, size, and other relevant terms of the Block Trade have

been agreed and affirmed by the parties thereto.

(ii)b.Seed SEF may accept a Block Trade if the details are complete and accurate, are timely

submitted, and otherwise comply with these Rules.

(iii)c. Seed SEF will only accept Block Trades for particular Contracts as specified and published

by Seed SEF.

(iv)d. A Block Trade will be deemed executed and legally binding upon its acceptance by Seed SEF

in accordance with these Rules. Seed SEF will issue a trade record for a Block Trade pursuant to

Rule 504.

(g)7. Each party to a Block Trade shall comply with all applicable Rules other than those which by their terms

only apply to trading through the CLOB.

(h)8. Each Participant that is a party to a Block Trade must comply with the recordkeeping requirements set

forth in the Rules.

(i)9.Any Transaction between Participants which is identical to or a close substitute for a Trade that would be

acceptable as a Block Trade, including without limitation Transactions that reference Seed SEF traded

prices or the index values that underlie Seed SEF contracts, must be submitted to Seed SEF for

acceptance.
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Rule 609. [Reserved]

Rule 610. [Reserved]

Rule 611. Position Limits or Position Accountability

(a)1. To reduce the potential threat of market manipulation or congestion, Seed SEF shall adopt for each of

the contracts of Seed SEF, as is deemed necessary and appropriate by Seed SEF, position limits or

position accountability levels for speculators.

(b)2. Seed SEF shall on an on-going basis monitor positions established on or through Seed SEF for unusual

activity, including but not limited to, unusual volumes, patterns or concentrations of transactions.

Rule 612. Supervision

A Participant shall be responsible for establishing, maintaining and administering reasonable supervisory

procedures to ensure that its Authorized Traders, if any, and Supervised Persons comply with Applicable Law

and the Rules, and such Participant may be held accountable for the actions of such Authorized Traders and

Supervised Persons with respect to Seed SEF.

Rule 613. Rule Violations

(a)1. It shall be an offense for a Participant, Authorized Trader or Supervised Person to violate any Seed

SEF Rule regulating the conduct or business of a Participant or its Authorized Traders or Supervised

Persons, or any agreement made with Seed SEF, or to engage in fraud, dishonorable or dishonest

conduct, or in conduct which is inconsistent with just and equitable principles of trade.

(b)2. Participants shall assist Seed SEF in any investigation into potential violations of the Seed SEF Rules

or the CEA. Such assistance must be timely and may include, but not be limited to, producing documents,

answering questions from Seed SEF or its designee, and/or appearing in connection with an investigation.

(c)3. If a Participant has actual or constructive notice of a violation of Seed SEF Rules in connection with the

use of Seed SEF by a Participant, Trading Account or Authorized Trader and the Participant fails to take

appropriate action, the Participant may be found to have committed an act detrimental to the interest or

welfare of Seed SEF.

Rule 614. Aggregation Prohibited

No Authorized Trader and no Participant may aggregate Orders from different Customers for entry in the

Platform or execution as a Block Trade.

Rule 615. Allocation of Orders Prohibited

No Authorized Trader and no Participant may allocate Transactions to more than one Participant on the same

side of the market.
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Rule 616. Fictitious, Wash or Non-Competitive Transactions

Prohibited

No Participant, Authorized Trader, Supervised Person or any market participant that directly or indirectly

affects a transaction on Seed SEF shall:

(a)1. Create, place or accept fictitious transactions, Wash Transactions, or non-competitive transactions

(except as otherwise authorized by Seed SEF Rules), or execute any Order with knowledge of its nature

as a fictitious transaction, Wash Transaction, accommodation trade or non-competitive transaction.

(b)2. Place or accept buy and sell orders in the same Unique Swap Identifier, where the Person knows or

reasonably should know that the purpose of the orders is to avoid taking a bona fide market position

exposed to market risk. Buy and sell Orders for different accountsTrading Accounts with common

beneficial ownership that are entered with the intent to negate market risk or price competition shall also

be deemed to violate this prohibition on Wash Transactions. Additionally, no Person shall knowingly

execute or accommodate the execution of such Orders by direct or indirect means.

Rule 617. Manipulation and Fraudulent Conduct Prohibited

No Participant, Authorized Trader, Supervised Person or any market participant that directly or indirectly

affects a transaction on Seed SEF shall:

(a)1. Engage in any fraudulent act or engage in any scheme to defraud, deceive, trick or mislead in

connection with or related to any SEF Activity.

(b)2. Manipulate or attempt to manipulate the market in any Contract; provided, however, that nothing in this

Rule 617 shall be construed to require any Person to disclose to another Person non-public information

that may be material to the market price, rate, or level of a particular transaction, except as necessary to

make any statement made to the other Person in or in connection with the transaction not misleading in

any material respect.

(c)3. Manipulate or attempt to manipulate the price of any Swap or Contract, corner or attempt to corner any

Swap or Contract or any commodity underlying a Swap or Contract, or engage in any activity or conduct

otherwise prohibited under Section 9(a)(2) of the CEA.

(d)4. Intentionally or recklessly:

(i)a.Use or employ, or attempt to use or employ, any manipulative device, scheme, or artifice to

defraud;

(ii)b.Make, or attempt to make, any untrue or misleading statement of a material fact or to omit to

state a material fact necessary in order to make the statements made not untrue or misleading;

(iii)c. Engage, or attempt to engage, in any act, practice, or course of business, which operates or

would operate as a fraud or deceit upon any Person; or

(iv)d. Deliver or cause to be delivered, or attempt to deliver or cause to be delivered, for

transmission through the mails or interstate commerce, by any means of communication

whatsoever, a false or misleading or inaccurate report concerning market information or

conditions that affect or tend to affect the price of any Contract in interstate commerce, knowing

or acting in reckless disregard of the fact that such report is false, misleading or inaccurate.

Rule 618. Market Disruption and Disruptive Trading Practices

Prohibited

(a)1. Orders entered into the Platform for the purpose of upsetting the equilibrium of the market in any

Contract or creating a condition in which prices do not or will not reflect fair market values are prohibited,

and any Participant, Authorized Trader, Supervised Person or any market participant that directly or

indirectly affects a transaction on Seed SEF who makes or assists in entering any such Order with

knowledge of the purpose thereof or who, with such knowledge, in any way assists in carrying out any
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CHAPTER 6: TRADING PRACTICES AND BUSINESS 

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plan or scheme for the entering of any such Order, will be deemed to have engaged in an act detrimental

to Seed SEF.

(b)2. No Participant, Authorized Trader, Supervised Person or any market participant that directly or indirectly

affects a transaction on Seed SEF shall engage in any trading, practice, or conduct that constitutes a

“disruptive trading practice” which includes, but is not limited to, engaging in conduct that:

(i)a.Violates bids or offers;

(ii)b.Demonstrates intentional or reckless disregard for the orderly execution of transactions during

the closing period; or

(iii)c. Is of the character of, or commonly known as, “spoofing” (bidding or offering with intent to

cancel the bid or offer before execution).

Rule 619. Abusive Trading Practices Prohibited

No Participant, Authorized Trader, Supervised Person or any market participant that directly or indirectly

affects a transaction on Seed SEF shall engage in any abusive trading practices, including front-running,

Wash Transactions, pre-arranged trading (except as otherwise permitted under the Rules), fraudulent trading

or money passes.

Rule 620. Withholding Orders Prohibited

(a)1. Any Authorized Trader entering Orders on Seed SEF for its Customer shall not withhold or withdraw

from the market any Order, or any part of an Order, for the benefit of any Person other than such

Customer.

(b)2. An Authorized Trader must enter into the Platform all Orders that are immediately acceptable as soon

as practicable following receipt.

Rule 621. Priority of Customers’ Orders

(a)1. No Person shall knowingly enter an Order into Seed SEF for its own account, an accountTrading

Account, a Trading Account in which it has a direct or indirect financial interest or an accounta Trading

Account over which it has discretionary trading authority, including, without limitation, an Order allowing

discretion as to time and price, when such Person is in possession of any competing Order for another

Person that Seed SEF is capable of accepting.

(b)2. For purposes of this Rule, a Person will not be deemed to knowingly enter an Order if (i) such Person

is a corporate or other legal entity consisting of more than one individual trader, (ii) such Person has in

place appropriate “firewall” or separation of function procedures and (iii) the Authorized Trader entering

the Order in question has no direct knowledge of the competing Order.

Rule 622. Trading Ahead or Against Customers’ Orders

(a)1. No Person in possession of an Order from another Person shall knowingly trade ahead of such Order

for its own account, an accountTrading Account, a Trading Account in which it has a direct or indirect

financial interest, or an accounta Trading Account over which it has discretionary trading authority.

(b)2. No Person in possession of an Order from another Person shall knowingly take, directly or indirectly,

the opposite side of such Order for its own account, an accountTrading Account, a Trading Account in

which it has a direct or indirect financial interest, or an accounta Trading Account over which it has

discretionary trading authority.
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Rule 623. Simultaneous Buy and Sell Order for Different

Beneficial Owners

(a)1. No Participant shall enter into a pre-arranged transaction or knowingly assume on its own behalf or on

behalf of a Customer accountTrading Account the opposite side of its own Order or its Customer’s Order

(a “Cross Trade”), except (i) in the case of block trades executed in accordance with Rule 608, (ii) where

the Participant is entering into both sides of a Customer Order on a non-discretionary basis, or (iii) the

Participant (A) has obtained prior written blanket or transaction specific consent in respect of any relevant

Customer and (B) waits for a minimum of 15 seconds after the initial Order is entered before submitting

the opposite side Order.

(b)2. Notwithstanding the foregoing, a Participant shall not be in violation of this Rule 623 due to Cross Trades

executed by two Participants trading for the same accountTrading Account, or for separate

accountsTrading Accounts of the same beneficial owner, where neither Participant has knowledge of the

other’s Order and there is no coordination or prearrangement of the Cross Trade, provided that each

Participant shall be responsible, upon the request of Seed SEF, to demonstrate to the reasonable

satisfaction of Seed SEF, that it had no knowledge of the other Participant’s Order.

Rule 624. Disclosing Orders Prohibited

No Participant shall disclose the terms of an Order prior to entry onto the Platform except to a designated

Seed SEF Official or the applicable regulator, and no Participant shall solicit or induce another Person to

disclose Order information. No Person shall take action or direct another to take action based on non-public

Order information, however acquired.

Rule 625. Mishandling of Customer Orders

Any Participant that mishandles any Order is responsible for all remedial actions and potential direct losses

incurred with respect to such Order.

Rule 626. Misuse of the Platform

Misuse of the Platform is strictly prohibited. It shall be deemed an act detrimental to the welfare of Seed SEF

to engage in unauthorized use of the Platform, to assist any Person in obtaining unauthorized access to the

Platform, to alter the equipment associated with the Platform, to interfere with the operation of the Platform,

to intercept or interfere with information provided thereby, or in any way to use Seed SEF in a manner contrary

to the Rules.

Rule 627. Prohibition of Misstatements

No Participant shall knowingly make any misstatements of material fact to Seed SEF, any SEF Official, any

Board committee or SEF panel, or the Regulatory Service Provider or Governmental Agency.

Rule 628. Acts Detrimental to Welfare of Seed SEF Prohibited

No Participant shall engage in any act that is detrimental to Seed SEF.
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CHAPTER 7: CLEARINGCONTRACT SETTLEMENT – 48

CHAPTER 7: CLEARINGCONTRACT SETTLEMENT

Rule 701. [RESERVED] Settlement Schedule

1. All Contracts mature on the Settlement Date, as specified in the Contract Specifications.

2. Contracts can be traded up to the Last Trading Date, as specified in the Contract Specifications.

3. Transaction Obligations shall be calculated in accordance with the Contract Specifications.

4. Once calculated and finalized, payments and collections will be made on a schedule defined in the

Contract Specifications to the fullest extent possible, via a licensed transfer mechanism as per Rule 703.

5. The full amount of the Final Settlement Obligation must be ready for delivery on the Settlement Date and

at the time specified in the Contract Specifications.

6. Failure to fulfill any Transaction Obligation for a Transaction by either party shall trigger a Default Event,

which shall be resolved as per Rule 704. Any unused Initial Margin after concluding the default procedure

in Rule 704 shall be returned to the Participant (the Defaulting Participant) that contributed it.

Rule 702. Additional Settlement Rules for Options

1. At the close of the Settlement Date, options will automatically exercise if they are "In-The-Money."

a. A call option is In-The-Money if the option's strike price is lower than the market price, and a put

option is In-The-Money if its strike price is higher than the market price.

b. A call option is "Out-of-The-Money" if the option's strike price is higher than the market price, and

a put option is Out-of-The-Money if its strike price is lower than the market price.

c. Any option is "At-The-Money" if the option's strike price is equal to the market price.

2. If exercised, with regard to delivery and Final Settlement Obligations:

a. For call options, the option buyer becomes the physical long, and the option seller becomes the

physical short; and

b. For put options, the option seller becomes the physical long, and the option buyer becomes the

physical short.

3. Options are margined as "Futures-style," which means that option premiums are transferred as part of

the Final Settlement Obligations on the Settlement Date rather than on the date the Transaction is

executed.

Rule 703. Transfers

All transfers will occur electronically through custodians or other entities licensed by Seed SEF.

Rule 704. Default

1. If either party cannot fulfill their Transaction Obligations in their entirety according to the settlement

schedule set forth in Rule 701, such party will be a Defaulting Participant and such event a Default Event.

2. As soon as the Defaulting Participant realizes that it cannot fulfill its Transaction Obligations, it must

immediately provide Seed SEF with written notice stating that the Transaction Obligations will not be fully

settled, and the Default Amount or Default Quantity. Alternatively, if Seed SEF becomes aware of a

potential Default Event by a Participant, Seed SEF may utilize its Emergency Actions to declare a Default

Event and such Participant a Defaulting Participant.
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3. Upon declaring a Default Event, Seed SEF will provide such notice to the Non-Defaulting Participant that

another Participant has defaulted and shall also provide notice to all authorized Delivery Facilities to trigger

Default Settlement Procedures.

4. The Default Settlement Procedures for any Contract are as follows:

a. Any Initial Margin contributed by a Defaulting Participant for a particular Transaction shall be made

available for use in covering such Defaulting Participant's Transaction Obligations, but only for

such Transaction.

b. For a Transaction that has not yet reached the Settlement Date, but for which there is an

outstanding Variation Margin Obligation, the Non-Defaulting Participant shall recoup up to the

Default Amount from the Defaulting Participant's Initial Margin.

c. For a Transaction that has reached the Settlement Date, but for which there is an outstanding

Final Settlement Obligation:

i. If the Contract is physically-settled:

1. Seed SEF, or its Calculation Agent at the request of Seed SEF, shall publish the

Default Settlement Price and the Default Final Settlement Obligation to both

Counterparties.

2. If the Non-Defaulting Participant is owed the Default Final Settlement Obligation,

it will recoup such amount from the Defaulting Participant's Initial Margin.

3. If the Non-Defaulting Participant owes the Default Final Settlement Obligation,

the Non-Defaulting Participant must pay the Default Final Settlement Obligation

to the Defaulting Participant.

ii. If the Contract is financially-settled, the Non-Defaulting Participant shall recoup up to the

Default Amount from the Defaulting Participant's Initial Margin.

5. In the event that the Default Variation Margin Obligation or Default Final Settlement Obligation cannot be

recouped from the Defaulting Participant's Initial Margin, the Defaulting Participant shall remain liable for

such amount.

6. Failure to fulfill Transaction Obligations, or inform Seed SEF of an impeding failure in accordance with

subparagraph 2 of this Rule, may be deemed an act detrimental to the interest or welfare of Seed SEF.

7. The Defaulting Participant may face disciplinary action as described in Chapter 8.
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CHAPTER 8: DISCIPLINARY RULES

Rule 801. General

(a)1. Jurisdiction.

(i)a.Seed SEF, acting through its Compliance Department and Disciplinary Panels, shall have the

authority to: (A) initiate and conduct investigations; (B) prosecute Violations committed by

Participants, Customer, Authorized Traders, Supervised Persons, or any market participant that

directly or indirectly affects a transaction on Seed SEF; and (C) impose sanctions for such

Violations as provided in the Rules.

(ii)b.Each Participant, upon becoming a Participant, shall file with Seed SEF a written notice

designating an agent for receiving service of process documents, and thereafter, notify Seed SEF

upon any change to the relevant agent. If a Participant fails to designate an agent, Participant

consents to mailing service to its address on file with Seed SEF, and delivery thereof shall be

deemed to have occurred as of the date of such mailing.

(iii)c. Upon becoming a Participant and thereafter, the Participant will, prior to any change of

address, file with Seed SEF a written notice designating an address for receiving service of

documents.

(iv)d. The provisions of this Chapter 8 shall not apply to or limit the authority of Seed SEF to limit

Trading Privileges or take other actions under Rule 307 or Rule 406 or to take Emergency Actions.

(b)2. Enforcement Authority and Duties.

(i)a.It shall be the duty of the CCO and Seed SEF’s Compliance Department personnel under the

direction of the CCO to enforce the Rules. The CCO shall have the authority to inspect the books

and records of all Participants, Authorized Traders, Supervised Persons and market participants

that directly or indirectly effect a transaction on Seed SEF and to require such persons to appear

before it to answer questions regarding possible Violations.

(ii)b.The Compliance Department may delegate its authority under these Rules to initiate and conduct

investigations and prosecute Violations to the Regulatory Services Provider, if any.

(iii)c. No member of the Compliance Department shall be a Participant, Authorized Trader or

Supervised Person or operate under the direction or control of any Person or Persons with Trading

Privileges.

(iv)d. The Compliance Department has the authority to:

(A)i. initiate and conduct inquiries and investigations;

(B)ii. prepare investigative reports and make recommendations concerning initiating

disciplinary proceedings;

(C)iii. determine whether a reasonable basis exists for finding a Violation, and for authorizing

the issuance of Notices of Charges against Persons alleged to have committed Violations

if the CCO believes the matter should be adjudicated; and

(D)iv. prosecute alleged Violations within Seed SEF's disciplinary jurisdiction.

(v)e.The CCO, upon a good faith determination that there are substantial reasons to believe that such

immediate action is necessary to protect the best interests of Seed SEF, may order that any

Person be denied access to Seed SEF for a period not to exceed 60 days. Notice shall promptly

be given to the Person subject to the access denial. Such notice shall state the reasons for the

denial, the effective date, time and the duration of the denial and advise the Person of his right to

an expedited hearing before the Disciplinary Panel by filing a request with the CCO within 10

Business Days after receiving the notice. Seed SEF shall immediately notify the CFTC of any

denial of access under this Rule 801(b)(v) in accordance with the requirements of CFTC

Regulation 9.12(b).

(c)3. Investigation.
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(i)a.The Seed SEF Compliance Department will determine the nature and scope of its inquiries and

investigations and will function independently of any commercial interests of Seed SEF. The

Compliance Department will investigate any matter within Seed SEF's disciplinary jurisdiction

(A)i. of which it becomes aware that indicates a reasonable basis for finding that a violation

may have or will occur; or

(B)ii. upon a request from CFTC staff.

(ii) The Compliance Department shall prepare a written investigative report with respect to any

matter investigated.

b.

If the Compliance Department determines that no reasonable basis exists for finding a Violation,

the report shall include the reason the investigation was initiated, a summary of the complaint, if

any, the relevant facts, and the Compliance Department’s analysis and conclusions.

If the Compliance Department determines that a reasonable basis exists for finding a Violation:

(A)i. the report shall include the reason the investigation was initiated, a summary of the

complaint, if any, the relevant facts, the Compliance Department’s analysis and

conclusion, and a recommendation as to whether disciplinary action should be pursued;

and

(B)ii. the Person who is the subject of the investigation shall be provided with a copy of the

investigative report and shall be given an opportunity to submit written comments to the

Compliance Department. Any such written comments must be received by the

Compliance Department at least five Business Days prior to distribution of the report to

the CCO for decision. Any such comments received from such Person shall be provided

to the CCO.

(iii)c. If the CCO concludes that a Violation may have occurred, based on the investigative report

prepared by the Compliance Department or any investigation conducted by the CCO, the CCO

may:

(A)i. Issue a warning letter to the Person that is the subject of the investigation, informing such

Person that there may have been a Violation and that such continued activity may result

in disciplinary sanctions. Such a warning letter is neither a penalty nor a finding of a

Violation. Issuance of such warning letters shall be subject to the limitations in CFTC

Regulations 37.203 and 37.206;

(B)ii. Negotiate and enter into a written settlement agreement with such Person, whereby such

Person, with or without admitting fault or guilt, may agree to any of the sanctions set forth

in Rule 810;

(C)iii. Impose a summary fine under Rule 811, if appropriate; or

(D)iv. Determine to bring formal proceedings before a Disciplinary Panel under this Chapter 8.

(iv) The President, the Board, the CCO, the Compliance staff, any committee or subcommittee

and any panel of any committee or subcommittee engaged in any investigation of,

examination into, or hearing involving any matter pursuant to the Rules, shall have the power

to summon any Person and any employee of any Participant to appear before him, her or it

to give testimony under oath or in any other manner required by him, her or it and to produce

any documents, books or records. If any Person or any employee of any Participant fails to

obey any such summons or to give any such testimony or to produce any such documents,

books or records, such failure shall constitute a violation of this Rule and shall be reported to

the Disciplinary Panel for appropriate action.

d.

Each Participant, Authorized Trader, Supervised Person or any market participant that directly or

indirectly affects a transaction on Seed SEF:

(A)i. is obligated to appear and testify and respond in Writing to interrogatories within the time

period required by the Compliance Department in connection with: (1) any Seed SEF

Rule; (2) any inquiry or investigation; or (3) any preparation by and presentation during a

disciplinary proceeding, summary imposition of fines, summary suspension, or other

summary action by Seed SEF;
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(B)ii. is obligated to produce books, records, papers, documents or other tangible evidence in

its, his or her possession, custody or control within the time period required by the

Compliance Department in connection with: (1) any Seed SEF Rule; (2) any inquiry or

investigation; or (3) any preparation by and presentation during a disciplinary proceeding,

summary imposition of fines, summary suspension or other summary action by Seed

SEF; and

(C)iii. may not impede or delay any inquiry, investigation, disciplinary proceeding, summary

imposition of fines, summary suspension or other summary action.

(v)e.The Compliance Department will complete all investigations in a timely manner and in all cases

within 12 months of commencing an investigation unless the specific nature of the investigation,

the number of parties involved, and/or the number of documents and records that must be

reviewed cause delay.

Rule 802. Notice of Charges

If the CCO determines that a matter should be adjudicated in a formal hearing before a disciplinary panel, the

Compliance Department shall serve a notice of charges (a “Notice of Charges”) on the Respondent, which

shall state:

(a)1. the acts, practices or conduct that the Respondent is alleged to have engaged in;

(b)2. the Rule or provision of Applicable Law alleged to have been violated or about to be violated;

(c)3. the proposed sanctions;

(d)4. that the Respondent has a right to a hearing;

(e)5. hat the Respondent has the right to be represented by legal counsel or any other representative of its

choosing in all succeeding stages of the disciplinary process except by any member of the Board or

disciplinary panel, any employee of Seed SEF, or any person substantially related to the underlying

investigations, such as a material witness or respondent;

(f)6.the period of time within which the Respondent can request a hearing on the Notice of Charges, which

will not be less than 20 days after service of the Notice of Charges;

(g)7. that any failure to request a hearing within the period stated, except for good cause, will be deemed to

constitute a waiver of the right to a hearing;

(h)8. that the failure of the Respondent to file an Answer within 20 days after service of the Notice of Charges

will be deemed an admission of all of the allegations in the Notice of Charges; and

(i)9.that any allegation in the Notice of Charges that is not expressly denied will be deemed to be admitted.

Rule 803. Answer to Notice of Charges; Reply

(a)1. The Respondent shall serve on the Compliance Department a written answer (an "Answer") to the

Notice of Charges and a written request for a hearing on the charges within 20 days of the date of service

of the Notice of Charges.

(b)2. An Answer shall be signed by the Respondent, or its representative, and contain a statement specifying

the allegations that the Respondent:

(i)a.denies or admits; and

(ii)b.does not have sufficient information to either deny or admit.

(c)3. Any failure by the Respondent to timely serve an Answer to a Notice of Charges will be deemed to be

an admission to the allegations in such Notice of Charges. Any failure by the Respondent to answer one

or more allegations in a Notice of Charges will be deemed to be an admission of that allegation or those

allegations. Any allegation in a Notice of Charges that the Respondent fails to expressly deny will be

deemed to be admitted. A general denial by the Respondent, without more, will not satisfy the

requirements of paragraph (b) above.
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(d)4. The Compliance Department may serve on the Respondent a reply to the Answer (a "Reply") within

five days of the date of service of the Answer. The Reply must be limited to the matters set forth in the

Answer.

Rule 804. Settlement of Charges

(a)1. A Respondent may at any time propose in writing an offer of settlement related to anticipated or

instituted disciplinary proceedings.

(b)2. Any offer of settlement should contain proposed findings and sanctions and be signed by the

Respondent and submitted to the Disciplinary Panel presiding over the matter.

(c)3. A Respondent may offer to settle disciplinary proceedings without admitting or denying the findings

contained in the order of the disciplinary proceedings but must accept the jurisdiction of Seed SEF over it

and over the subject matter of the proceedings and consent to the entry of the findings and sanctions

imposed.

(d)4. If a Respondent submits an offer of settlement in accordance with paragraph (a) above, the relevant

Disciplinary Panel will forward the offer to the CCO. Any preliminary determination by the CCO to accept

the offer shall be submitted for review by the Disciplinary Panel. If the Disciplinary Panel agrees, then the

CCO shall conditionally accept an offer of settlement, and the settlement will become final upon the

expiration of 20 days after an order of the disciplinary proceedings consistent with the terms of the offer

of settlement is served on the Respondent.

(e)5. If an offer of settlement is accepted by the Disciplinary Panel, the Disciplinary Panel accepting the offer

must issue a written decision specifying the Violations it has reason to believe were committed, including

the basis or reasons for the Disciplinary Panel's conclusions, and any sanction to be imposed, which must

include full customer restitution where customer harm is demonstrated. If applicable, the decision must

also include a statement that the respondent has accepted the sanctions imposed without either admitting

or denying the Rule Violations.

(f)6.If an offer of settlement is accepted and the related order of disciplinary proceedings becomes final, the

Respondent's submission of the offer will be deemed to constitute a waiver of the right to notice,

opportunity for a hearing and review under the Rules.

(g)7. If the offer of settlement of a Respondent is not accepted, fails to become final or is withdrawn by the

Respondent, the matter will proceed as if the offer had not been made and the offer and all documents

relating to it will not become part of the record. Neither a Respondent nor the relevant Disciplinary Panel

may use an unaccepted offer of settlement as an admission or in any other manner at a hearing of

disciplinary proceedings.

Rule 805. Disciplinary Panel

(a)1. The CCO shall appoint the members of the Disciplinary Panels in consultation with the Board. The CCO

or the Board may remove a member of a Disciplinary Panel for cause.

(b)2. The Disciplinary Panel will consist of three or five panelists. At least one member of any Disciplinary

Panel must be a person who is not a Seed SEF Participant.

(c)3. Disciplinary Panels shall not include any members of Seed SEF's Compliance Department or any

Person involved in adjudicating any other stage of the same proceeding.

(d)4. Disciplinary Panels must meet any applicable composition requirements under Part 40 ofprescribed by

the CEA or CFTC Regulations.

(e)5. The Disciplinary Panel shall conduct hearings in connection with any disciplinary proceedings, to make

findings, render decisions, and impose sanctions (other than summary fines under Rule 811) pursuant to

this Chapter 8.
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Rule 806. Hearing (Disciplinary Procedures &and Sanctions)

(a)1. A fair hearing will be conducted before members of the Disciplinary Panel.

(b)2. Following receipt of an Answer from a Respondent, or failure of a Respondent to provide an Answer,

the Disciplinary Panel will promptly convene a hearing to conduct the disciplinary proceedings with respect

to such Respondent. Parties to a disciplinary proceeding include each Respondent and the Compliance

Department.

(c)3. The chair of the Disciplinary Panel may continue, adjourn or otherwise conduct the hearing, as he or

she may deem appropriate. The chair of the Disciplinary Panel will determine all procedural and

evidentiary matters and will not be bound by any evidentiary or procedural rules or law. Once admitted

during the hearing, the Disciplinary Panel may consider, and attach the weight it believes appropriate to,

evidence or other materials.

Rule 807. Respondent Review of Evidence

Prior to the commencement of a hearing, each Respondent will be given the opportunity to review all books,

records, documents, papers, transcripts of testimony and other tangible evidence in the possession or under

the control of Seed SEF that the Compliance Department will use to support the allegations and proposed

sanctions in the Notice of Charges or which the chair of the Disciplinary Panel deems relevant to the

disciplinary proceedings. Notwithstanding the foregoing, no Respondent will have the right to review, and

Seed SEF will have no obligation to disclose, any information protected by attorney-client privilege.

Rule 808. Conducting Hearings

(a)1. At a hearing conducted in connection with any disciplinary proceedings, the Compliance Department

will present its case supporting the allegations and proposed sanctions in the Notice of Charges to the

Disciplinary Panel. If a Respondent has timely filed an Answer to the Notice of Charges in accordance

with the Rules, the Respondent is entitled to attend and participate in the hearing.

(b)2. At a hearing conducted in connection with any disciplinary proceedings, the Disciplinary Panel or the

Compliance Department and each Respondent may:

(i)a.present evidence and facts determined relevant and admissible by the chair of the Disciplinary

Panel;

(ii)b. call and examine witnesses; and

(iii)c. cross-examine witnesses called by other parties.

(c)3. Any Person entitled, or required or called upon, to attend a hearing before a Disciplinary Panel pursuant

to paragraph (b) above will be given reasonable notice, confirmed in writing, specifying the date, time and

place of the hearing, and the caption of the disciplinary proceedings. All Participants, Supervised Persons

of a Participant, Authorized Traders and any market participants that directly or indirectly affects a

transaction on Seed SEF that are called as witnesses are required to appear at the hearing and, where

applicable, produce evidence. Seed SEF will make reasonable efforts to secure the presence of all other

Persons called as witnesses whose testimony would be relevant.

(d)4. The Disciplinary Panel may summarily impose sanctions on any Participant, Authorized Trader or

Supervised Person that impedes or delays the progress of a hearing.

(e)5. If the Respondent has requested a hearing, a copy of the hearing shall be made and shall become a

part of the record of the proceeding. The record shall not be required to be transcribed unless: the

transcript is requested by Commission staff or the Respondent, the decision is appealed pursuant to the

Rules, or the decision is reviewed by the Commission pursuant to Section 8c of the CEA or 17 C.F.R. Part

9. In all other instances, a summary record of a hearing is permitted.
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Rule 809. Decision of Disciplinary Panel

(a)1. As promptly as is reasonable following a hearing, the Disciplinary Panel will issue a written order

rendering its decision based on the weight of the evidence contained in the record of the disciplinary

proceedings. A decision by a majority of the Disciplinary Panel will constitute the decision of the

Disciplinary Panel.

(b)2. Seed SEF will serve a copy of the order of the disciplinary proceedings on the Respondent and the

Compliance Department. The order will include:

(i)a.the Notice of Charges or summary of the allegations;

(ii)b.the Answer, if any, or a summary of the Answer;

(iii)c. a summary of the evidence introduced at the hearing or, where appropriate, incorporation by

reference of the investigative report;

(iv)d. findings of fact and conclusions concerning each allegation, including a complete explanation

of the evidentiary and other basis for such findings and conclusions with respect to each

allegation;

(v)e.each specific Rule and/or provision of Applicable Law that the respondent is found to have

violated;

(vi)f.the sanctions, if any, imposed including the basis for such sanctions and the effective date of

each sanction; and

(vii)g. the availability to the Respondent under CFTC Regulation 9.11(b)(6) of review of any

disciplinary action or denial of access.

(c)3. The order of the disciplinary proceedings will become final upon the expiration of 20 days after the order

is served on the Respondent and provided to the Compliance Department.

(d)4. The Rules do not permit any appeal of a determination by the Disciplinary Panel. Disciplinary actions

and denials of access to the Trading system are subject to review by the CFTC in accordance with Part 9

of the CFTC Regulations.

Rule 810. Sanctions; Expenses

(a)1. If the Disciplinary Panel determines that a Respondent has committed a Violation for which Seed SEF

has jurisdiction, the Disciplinary Panel may impose one or more of the following sanctions or remedies:

(i)a.censure or reprimand,

(ii)b.restriction, suspension or termination of Trading Privileges,

(iii)c. a warning letter, subject to the limitations in Applicable CFTC Regulations,

(iv)d. a cease and desist order,

(v)e.a fine,

(vi)f.restitution or disgorgement; or

(vii)g. any other sanction or remedy determined to be appropriate under the circumstances.

(viii) Seed SEF may impose a fine of up to $100,000 for each Violation, together with interest

reasonably determined by Seed SEF for the period from the date such fine is imposed to the

date of payment. Each Participant shall be responsible for paying any fine or other amount

imposed on, but not paid by, any of its Authorized Traders or Supervised Persons.

(ix)

All disciplinary sanctions, including sanctions imposed pursuant to an accepted settlement

offer, shall take into account the Respondent’s disciplinary history. Sanctions shall be

commensurate with the violations committed and sufficient to deter recidivism or similar
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violations by any other Participant, Authorized Trader, Supervised Person or market

participant that directly or indirectly affects a transaction on Seed SEF.

(x)

In the event of a Violation resulting in demonstrated harm, sanctions shall include full customer restitution,

except where the amount of the restitution or to whom it should be provided cannot be reasonably

determined.

(b)2. If the Disciplinary Panel determines that a respondent has violated the Rules or a provision of Applicable

Law for which Seed SEF has jurisdiction, the Disciplinary Panel may also require the respondent to pay

to Seed SEF an amount equal to any and all out-of- pocket expenses incurred by Seed SEF in connection

with the investigation and prosecution of such Violations.

Rule 811. Summary Fines

(a)1. The Compliance Department may impose summary fines, or provide a warning letter for a first-time

violator, on a Participant, Authorized Trader or Supervised Person for Violations of Rules relating to the

failure to timely submit accurate records required for verifying each day’s Transactions, without the need

for a formal hearing under this Chapter 8.

(b)2. The schedule of summary fines will be established by Seed SEF from time to time and published by

Notice.

Rule 812. Effective Date of Penalties

(a)1. If a Person enters into a settlement agreement with Seed SEF, any penalty included as a part of such

settlement agreement shall become final and effective on the date that the CCO approves such settlement

agreement.

(b)2. Any decision (including any penalty) by a Disciplinary Panel shall be the final decision of Seed SEF and

shall become effective fifteen (15) days, or such longer time as the Disciplinary Panel may specify, after

a copy of the written decision of the Disciplinary Panel has been served on the Respondent and delivered

to the Commission; provided, however, that, in any case where the Respondent has consented to the

action taken and to the timing of its effectiveness, the Disciplinary Panel may cause the decision involving

any disciplinary action (including any penalty) to become effective prior to the fifteen (15) day period.

(c)3. If a Person fails to pay any fine imposed by the Disciplinary Panel on or before the date on which such

fine becomes due and payable, such Person shall be suspended automatically without further action by

Seed SEF and shall remain suspended until such fine is paid in full and the Person is reinstated; provided,

however, that on written application received prior to such date, the Disciplinary Panel, in its sole

discretion, may postpone the date when payment is due.

Rule 813. Publication and Written Notice of Disciplinary

Actions

(a)1. A brief summary of the disposition of a finding by the CCO, or the Disciplinary Panel, and each hearing,

settlement, and each imposition of any penalty, shall be kept permanently in the Person’s file. The record

of any hearing, together with all of the papers, shall be retained for a period of five (5) years.

(b)2. All information, records, and documents provided to the Panel, as well as proceedings conducted before

the Disciplinary Panel shall be confidential and shall not be disclosed to any Person except:

(i)a.as required by law or by the Rules;

(ii)b.in any action or proceeding brought by or against Seed SEF;

(iii)c. as may be determined from time to time by the Board.
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(c)3. In any case where (i) a Person enters into any settlement agreement with Seed SEF or (ii) the

Disciplinary Panel renders a decision finding a Person guilty of any Rule violation, Seed SEF shall make

public its findings and the reason for its action, including any action taken or penalty ordered and written

notice of any suspension, expulsion, disciplinary action or denial of access shall be given to the CFTC

and to the Person who is suspended, expelled, disciplined or denied access within 30 days of the date

such action becomes final, which notice shall include the reasons for the action in the form and manner

the CFTC prescribes.

Rule 814. Participant Responsibility Actions

(a)1. Seed SEF may summarily suspend any Participant or Person exercising Trading Privileges or take

other summary action against such a Person if Seed SEF reasonably believes that such immediate action

is necessary to protect the best interests of the marketplace.

(b)2. Any action taken against any Participant or Person exercising Trading Privileges pursuant to this Rule

shall be taken after notice and an opportunity to be heard, unless Seed SEF determines that giving such

notice or opportunity to be heard before taking such action is not practicable under the circumstances.

The notice shall state the action, the reasons for the action, and the effective time and date and the

duration of the action. In any case in which action is taken without prior notice and opportunity to be heard,

Seed SEF shall give the Participant notice and an opportunity to be heard promptly thereafter.

(c)3. Any hearing held pursuant to this Rule shall be held before a Disciplinary Panel and shall be conducted

in compliance with the procedures in this Chapter 8 of the SEF’s Rules.
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CHAPTER 9: ARBITRATION

Rule 901. JurisdictionDisputes subject to Arbitration

(a) Any Claim or grievance by a Participant against another Participant shall, if the claimant so elects, be

settled by arbitration in accordance with these Arbitration Rules, unless the Claim or grievance is

capable of being settled by arbitration under the rules of a Registered Futures Association or a

National Securities Association. If such a Claim or grievance is made in accordance with these

Arbitration Rules, any counterclaim permissible under Rule 904(a) of these Arbitration Rules shall, if

asserted by such Participant, likewise be settled by arbitration in accordance with these Arbitration

Rules.

(b) Any Allowable Claim by a claimant against a respondent, whether originating before or during the

period of time that the parties are Participants, shall be settled by arbitration in accordance with these

Arbitration Rules unless the claim is capable of being settled by arbitration under the rules of a

Registered Futures Association or a National Securities Association. If such an Allowable Claim is

made in accordance with these Arbitration Rules, any Allowable Claim which may be asserted as a

counterclaim under Rule 904(a) shall likewise be settled by arbitration in accordance with these

Arbitration Rules. Arbitration proceedings invoked pursuant to this paragraph shall be independent of,

and shall not interfere with or delay the resolution of, a Participant’s Claims and grievances submitted

for arbitration pursuant to paragraph (a).

(c) All other disputes or controversies, regardless of their nature, between or among any two (2) or more

parties, shall, if agreed to by all parties involved, be settled by arbitration in accordance with these

Arbitration Rules. Arbitration proceedings invoked pursuant to this paragraph shall be independent of,

and shall not interfere with or delay the resolution of, a Participant’s Claims and grievances submitted

for arbitration pursuant to paragraph (a).

(d) Notwithstanding the foregoing, any Panel or, in the absence of a Panel, any three (3) members of the

Arbitration Committee appointed by the Chairman of the Arbitration Committee, in its sole and

absolute discretion, may decline to take jurisdiction of, or, having taken jurisdiction may at any time

decline to proceed further with, any Claim or grievance or any other dispute, controversy or

counterclaim, other than such as may be asserted under paragraph (a) of this Rule.

(e) The commencement of an arbitration under these Rules by a claimant against a respondent will not

in itself preclude a Participant from exercising its rights and remedies under its agreements with

another Participant, nor will these Arbitration Rules be deemed to permit a Participant to obtain any

stay, injunction or similar relief that would preclude a Participant from exercising such rights and

remedies as a result of the commencement of an arbitration under these Rules.

(f) Except as expressly set forth in this Chapter 10, Seed SEF shall have no responsibility with respect

to any Claim or grievance or dispute between or among two or more Participants, or any action, suit

or proceeding arising therefrom or relating thereto.

Rule 902. Definitions

Unless otherwise indicated, the following terms shall have the following meanings for the purposes of this

Chapter 10:

1. Mandatory Arbitration of Disputes among Participants: Participants must submit all disputes between or

among themselves that relate to or arise out of any Transaction executed on Seed SEF, or other activity

subject to these Rules, to arbitration administered in Chicago, Illinois by the AAA under its Commercial

Arbitration Rules. Notwithstanding the foregoing, this Rule 901 does not require an employee of a

Participant to submit to arbitration any claim that includes allegations of a violation of federal, state or local

employment discrimination, sexual harassment, wage payment or benefits laws.

2. Claims against Seed SEF: Any dispute between Seed SEF and a Participant arising from or in connection

with Seed SEF Rules will be settled by arbitration administered in Chicago, Illinois by the AAA under its

Commercial Arbitration Rules; provided, however, that this arbitration provision shall not apply to any
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dispute, claim, controversy or other matter related to any rights or remedies provided by the whistleblower

rules in Part 165 of the CFTC Regulations.

3. Permissive Arbitrations: Any Customer of a Participant may submit a dispute or claim against such

Participant to arbitration pursuant to this Chapter 9 provided that such dispute or claim relates to or arises

out of any Transaction executed on Seed SEF or other activity subject to these Rules. If a Customer

submits a dispute or claim for arbitration under this Rule 901, the Participant is required to subject itself

to such arbitration in accordance with these Rules.

Rule 902. Procedure

1. Each arbitration brought pursuant to this Chapter 9 will be submitted to one arbitrator who will be appointed

by the AAA. Any arbitrator appointed for purposes of this Rule 902 will have experience with and

knowledge of commodities, derivatives and swaps as listed on the National Roster of Arbitrators kept in

AAA’s records.

2. Judgment on the award rendered by the arbitrator will be binding on the parties and may be entered in

any state or federal court sitting in Chicago, Illinois, and Seed SEF and each Participant shall be deemed

to have consented to the personal jurisdiction of any such court.

Each party to the dispute will bear its own costs and expenses in connection with any arbitration hereunder,

as well as an equal share of the administrative fees and the fees of the arbitrator; provided, however, that the

arbitrator will be entitled to include in any award a full reimbursement for the prevailing party’s costs and

expenses, such party’s share of the administrative fees and the fees of the arbitrator, or any combination of

any or all of the above.Allowable Claim means a claim for losses arising directly from or relating to a

Transaction. An Allowable Claim shall not include legal or other incidental expenses incurred in connection

with any such losses or with the events giving rise to any such losses.

3.

4. In the event that this Rule 902 is held to be unenforceable in connection with any dispute or a claim is

deemed by a court of competent jurisdiction to be not arbitrable, (i) exclusive jurisdiction for any such

dispute will reside in any state or federal court sitting in Chicago, Illinois, (ii) Seed SEF, the Participant,

the Customer and any other party involved in the dispute will be presumed to have submitted to the

personal jurisdiction of any such court, and (iii) an action to enforce any judgment or decision of such court

may be brought in the same court or in any other court with jurisdiction or venue. All Participants

unconditionally and irrevocably waive any and all right to trial by jury in connection with any such dispute.

Rule 903. Arbitration Rules means the rules set forth in Award

1. Any award by an arbitrator under this Chapter 109 shall be limited to the lesser of the actual loss or the

loss that would have been incurred if the claimant had used its best efforts to mitigate the loss. Punitive

damages, loss of profits, loss of use, and indirect, incidental or consequential damages shall not be

awarded.

Claim or Grievance means any dispute which arises out of or relating to Transactions subject to the Rules

by or through a Participant, which dispute does not require for adjudication the presence of essential witnesses

or third parties over whom Seed SEF does not have jurisdiction or who are otherwise not available. The term

“Claim or grievance” shall not include any claim or grievance against Seed SEF.

Claimant means a Person who asserts a Claim pursuant to these Arbitration Rules.

National Securities Association means a national securities association as defined in the Securities

Exchange Act of 1934, as amended.

Registered Futures Association means a registered futures association as defined in the CEA.

Respondent means a Person against whom a Claim is asserted pursuant to these Arbitration Rules.
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The decision by Rule 903. Quorum and Disqualification

(a) The Arbitration Committee shall consist of such number of Persons as the Board shall determine from

time to time. The President shall appoint Public Directors of the Board as the Chairman and Vice

Chairman of the Arbitration Committee and shall appoint employees of Participants and Persons who

are not Participants to the Arbitration Committee to serve until new committees are appointed. The

President may at any time remove any member of the Arbitration Committee, with or without cause,

and all vacancies shall be filled as in the case of an original appointment. A Person shall be

disqualified from taking any action as a member of the Arbitration Committee or as an arbitrator

prescribed in the Arbitration Rules if such Person or an Affiliate has an interest in the Claim or dispute.

Any member of the Arbitration Committee may disqualify himself or herself for any reason he or she

deems appropriate. Each member of the Arbitration Committee or arbitrator appointed to hear and

determine a Claim or grievance shall conduct himself or herself in a manner consistent with the

ABA/American Arbitration Association’s “Code of Ethics for Arbitrators in Commercial Disputes” and

shall disclose to the Chairman of the Arbitration Committee, who shall thereafter advise the parties to

the arbitration, at any stage of the arbitration, any past or present, direct or indirect financial, business,

professional, family or social relationship which is likely to affect an appearance or which might

reasonably create an appearance of partiality or bias.

(b) If the Chairman of the Arbitration Committee is disqualified or is unavailable, the Vice Chairman of the

Arbitration Committee shall act as Chairman. If both the Chairman and the Vice Chairman of the

Arbitration Committee are disqualified or are unavailable, the President shall appoint another member

of the Arbitration Committee, who is not affiliated with a Participant, to act as Chairman.

(c) The lesser of a majority or three (3) members of the Arbitration Committee shall constitute a quorum

for the transaction of business. Any action taken by a vote of the majority of the Arbitration Committee

members present at a meeting at which a quorum is present shall be deemed to be a valid action of

the Arbitration Committee.

Rule 904. Procedure

(a) Claims Asserted pursuant to Rule 904(a).

(i) A Person desiring to invoke the provisions of this paragraph (a) shall, within two (2) years

from the time the Claim or grievance arose, file with Seed SEF a Notice of Arbitration. The

Notice of Arbitration shall set forth the name and address of the party or parties against whom

the Claim or grievance is being asserted, the nature and substance of the Claim or grievance,

the relief requested and the factual and legal basis alleged to underlie such relief. In the event

of a Notice of Arbitration submitted by a Participant, such Notice of Arbitration shall indicate

whether the Participant elects to have the Claim or grievance heard and determined by a

Mixed Panel, as provided in subparagraph (a)(iii) of this Rule. Failure to so indicate will be

deemed a waiver of such election.

The Notice of Arbitration shall be accompanied by the Claimant’s non-refundable check

payable to Seed SEF in payment of the arbitration fee. The amount of the fee shall be $1,000

or 1% of the Relief Requested, whichever is larger.

(ii) Upon receipt, Seed SEF shall promptly deliver a copy of the Notice of Arbitration to each

Respondent and to the Chairman of the Arbitration Committee. Each Respondent shall, within

20 days following the delivery of such Notice, file an Answering Statement with Seed SEF,

with a copy to the Claimant, setting forth its position with respect to the Claimant’s Claim or

grievance. Any allegation in the Notice of Arbitration not denied by a Respondent in its

Answering Statement shall be deemed admitted.

The Answering Statement may set forth one or more counterclaims against the Claimant,

provided that any such counterclaims (A) arise out of the Trade or occurrence that is the

subject of the Claimant’s claim or grievance and (B) do not require for adjudication the

presence of essential witnesses, parties or third Persons over which Seed SEF does not have

jurisdiction. Other counterclaims are permissible only if the Claimant agrees to the submission

thereof after such counterclaims have arisen.
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If an Answering Statement sets forth one or more counterclaims, the Claimant shall reply to

such counterclaims within 20 days following delivery of the Respondent’s Answering

Statement. The Reply shall be filed with Seed SEF, with a copy to the Respondent involved.

(iii) The Chairman of the Arbitration Committee, promptly after receipt by Seed SEF of the

Answering Statement, shall appoint a Panel of disinterested Persons to hear and determine

the Claim or grievance, selecting one as the Chairman of the Panel. If the amount of relief

requested is more than or equal to $100,001, the Panel shall be composed of three or more

individuals. If the amount of relief requested is less than $100,001, a sole arbitrator may be

appointed by the Chairman of the Arbitration Committee in accordance with subparagraph

(a)(viii) of this Rule. In a case where a Participant has, in its Notice of Arbitration, elected a

Mixed Panel, at least a majority of the Persons selected shall not be Participants, clearing

participant or clearing member of a clearing house, or any employee thereof, or otherwise

associated with a clearing house. Promptly following such appointment, Seed SEF shall

forward copies of the Notice of Arbitration Answering Statement and Reply, if there be one,

to the Panel members selected.

(iv) Seed SEF shall notify the parties of the appointment of the members of the Panel. Any party

objecting to all or any members of the Panel shall file such objection with the Chairman of the

Arbitration Committee within ten (10) days of the giving of such notice by Seed SEF. The

Chairman of the Arbitration Committee shall then determine whether changes in the

composition of the Panel are appropriate, and if so, shall make such changes. Any vacancy

occurring on the Panel for any reason shall be filled by an individual appointed by the

Chairman of the Arbitration Committee. The parties shall be notified of the filling of such

vacancy and may file objections to the new appointee to the Panel in accordance with the

procedure set forth above.

(v)

(A) The parties shall, within a time specified by the Chairman of the Panel, furnish each

other and the Panel with a statement listing the witnesses expected to be called and

the documents expected to be introduced into evidence, together with copies of such

documents. Unless the Panel waives compliance with this requirement, no witness

may testify and no documentary evidence may be introduced at the hearing unless

listed in (and, in the case of documents, furnished with) such statement.

(B) After the exchange of documents, any party may notify an other party and the

Chairman of the Panel of any pertinent documents and information it seeks from such

other party that were not provided as part of the document exchange. The other party

has five days to provide the requested documents or information or object to their

production. Any objection to a request for the production of documents or other

information shall be resolved by the Chairman of the Panel, or his or her designee.

(vi) The Panel shall establish, on not less than 10 days’ written notice to the parties, the date,

time and place of the hearing. Each Panel shall determine the procedures to be followed in

any hearing before it, including the use of preliminary hearings to resolve discovery disputes,

simplify the issues, and expedite the hearings; provided, however, that the following shall

apply in every case:

(A) Each of the parties shall be entitled to appear personally at the hearing.

(B) Each of the parties, at their own expense, shall have the right to be represented by

counsel in any aspect of the proceeding.

(C) Each of the parties shall be entitled to (1) prepare and present all relevant facts in

support of the Claims or grievances, defenses or counterclaims, and to present

rebuttal evidence to such Claims or grievances, defenses or counterclaims made by

the other parties, (2) examine the other parties, (3) examine any witnesses appearing

at the hearing, and (4) examine all relevant documents presented in connection with

the Claim or grievance, or any defense or counterclaim applicable thereto.

(D) The formal rules of evidence shall not apply.

(E) No verbatim record shall be made of the proceedings, unless requested by a party

who shall bear the cost of such record. If such a request is made, a stenographic
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transcript shall be taken, but not transcribed unless requested by a party who shall

bear the cost of such transcription.

(F) Ex parte contacts by any of the parties with members of the Panel shall not be

permitted.

(G) The Panel shall have the power, on the request of any party or on its own motion, to

require any Person to testify and/or to produce documentary evidence in the

proceedings as and to the extent provided for in Rule 904.

(vii) The Panel shall, within sixty (60) days of the termination of the hearing, render its award in

writing and deliver a copy thereof either in person or by first-class mail to each of the parties.

The Panel, in its award, may grant any remedy or relief which it deems just and equitable,

including, without limitation, the awarding of interest and the arbitration fee; provided,

however, that any costs incurred as a result of having a Mixed Panel shall be borne by the

Participant unless the Panel determines that the Participant acted in bad faith in initiating or

conducting the proceeding. The award of the Panel shall be final and binding upon each of

the parties to the arbitration, and judgment upon such award may be entered by any court

having jurisdiction. Any Participant who is a Respondent in an arbitration conducted pursuant

to the Rules shall notify the Legal Department of Seed SEF of any judicial proceeding based

on the award. In addition, any award, if not complied with within the time specified in the

award, shall be enforceable by disciplinary proceedings pursuant to the Rules.

(viii) Notwithstanding any other provision of this paragraph (a), including the right of a Participant

to elect a Mixed Panel pursuant to Rule 904(a)(iii), if a Notice of Arbitration sets forth Claims

or grievances aggregating less than $100,001, and the Answering Statement submitted by

the Respondent either does not raise counterclaims or raises one or more counterclaims

aggregating less than $100,001, the Chairman of the Arbitration Committee may, at the

request of any party or on his or her own motion, in his or her sole and absolute discretion,

decide that there shall not be a hearing, in which case the following procedures shall apply:

(A) The Chairman of the Arbitration Committee shall notify both parties that neither the

Claims or grievances nor the counterclaims, if any, aggregate to $100,001.

(B) The Claimant shall, within 20 days of such notification, submit to Seed SEF, with a

copy to each of the Respondents, a memorandum (together with such supporting

documents, affidavits and other materials as the Claimant deems pertinent) setting

forth the bases upon which he or she believes he or she is entitled to the relief

requested in the Notice of Arbitration.

(C) Each Respondent shall, within 20 days of its or his or her receipt of the Claimant’s

memorandum and supporting documentation, submit to Seed SEF, with a copy to the

Claimant, a memorandum (together with such supporting documents, affidavits and

other materials as the respondent deems pertinent) setting forth the bases upon

which he or she believes that the relief requested by the Claimant should be denied

and, if said Respondent has raised counterclaims in his or her Answering Statement,

the bases upon which he or she believes he or she is entitled to the relief requested

by such counterclaims.

(D) The Chairman of the Arbitration Committee may, on the request of any party or on

his or her own motion, in his or her sole and absolute discretion determine whether

to allow or require the submission of reply or additional papers, unless a Respondent

has asserted one or more counterclaims, in which case the Claimant shall be entitled

to reply to such counterclaims within 10 days of delivery of the Respondent’s

memorandum setting forth the bases thereof.

(E) The Chairman of the Arbitration Committee or his or her designee, acting as sole

arbitrator, shall, within thirty (30) days of his or her receipt of the final papers filed,

render an award in writing and deliver a copy thereof either in person or by first-class

mail to each of the parties. The sole arbitrator in his or her award may grant any

remedy or relief which he or she deems just and equitable, including, without

limitation, the awarding of interest and the arbitration fee; provided, however, that any

costs incurred as a result of a Participant requesting a Mixed Panel shall be borne by

the Participant unless the sole arbitrator determines that the Participant acted in bad
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faith in initiating or conducting the proceeding. The decision of the sole arbitrator shall

be final and binding upon each of the parties to the arbitration, and judgment upon

such award may be entered by any court having jurisdiction. In addition, any award,

if not complied with within the time specified in the award, shall be enforceable by

disciplinary proceedings pursuant to the Rules.

(ix) The failure of any party to an arbitration to comply with any of the requirements of this

paragraph (a), or with any demand or request of either the Panel, the sole arbitrator or the

Chairman of the Arbitration Committee shall be deemed a Violation and shall, in addition to

any other action Seed SEF may take for any such Violation, subject such party to such action

by the Panel, the sole arbitrator or the Chairman of the Arbitration Committee (including

without limitation the entry of an award against such party) as it or he or she shall deem

appropriate under the circumstances.

(x) Notwithstanding the provisions of subparagraph (x) of this paragraph (a), either the Panel, the

sole arbitrator or the Chairman of the Arbitration Committee, may for good cause shown

extend any time limitation imposed by this paragraph (a) (except the two (2) year and the

thirty (30) day limitation periods set forth in subparagraph (a)(i) or may excuse any neglect to

comply therewith or with any other requirement of this paragraph (a) or demand or request of

the Panel, the sole arbitrator or the Chairman of the Arbitration Committee.

(b) Other Claims Asserted pursuant to Rule 904(b).

(i) Any dispute or controversy between or among any two (2) or more parties may, if all of the

parties to such dispute or controversy so agree, be settled by arbitration in accordance with

this paragraph (b). Such dispute or controversy shall be heard and determined in accordance

with the procedures set forth in paragraph (a) of this Rule, except for the following:

(A) In lieu of the procedure set forth in the first sentence of subparagraph (i) of paragraph

(a), the provisions of this paragraph (b) shall be invoked by the submission by all of

the parties concerned of an agreement to submit the dispute or controversy to

arbitration in accordance with this paragraph (b) and to be bound by the award of the

arbitrators. Following such submission, Seed SEF shall forward to the party

requesting relief the information set forth in subparagraph (i) of paragraph (a) of this

Rule, whereupon all of the other procedures set forth in subparagraph (i) of paragraph

(a) shall apply.

(B) None of the limitations on counterclaims set forth in subparagraph (ii) of paragraph

(a) shall apply.

Rule 905. Withdrawal of Claims

(a) Any Notice of Arbitration may be withdrawn at any time before an Answering Statement is filed in

accordance with these Rules.

(b) If an Answering Statement has been filed, any withdrawal shall require consent of the party against

which the Claim or grievance is asserted.

Rule 906. Modification of Award

On written application to the Legal Department of Seed SEF by a party to an arbitration within 20 days after

delivery of the award to the applicant, the Panel or sole arbitrator may modify the award if:

(a) there was a miscalculation of figures or a mistake in the description of any Person, thing, or property

referred to in the award;

(b) the Panel or sole arbitrator has awarded upon a matter not submitted to it, and the award may be

corrected without affecting the merits of the decision upon the issues submitted; or

(c) the award is imperfect in a matter of form, not affecting the merits of the controversy.
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Written notice of the application shall be given to the other parties to the arbitration. Written objection to the

modification must be served on Seed SEF and the other parties to the arbitration within 10 days of receipt of

the application. The Panel or sole arbitrator shall dispose of any application made under this Rule in writing,

signed and acknowledged by the Panel or sole arbitrator, within 30 days after either written objection to the

modification has been served on it or the time for serving said objection has expired, whichever is earlier. The

parties may in writing extend the time for such disposition either before or after its expiration.

Rule 907. Compensation of Arbitrators

The parties to an arbitration shall pay the arbitrators appointed in each matter compensation in accordance

with such fee schedule as the Board may from time to time determine. The arbitrators in each such matters

shall determine the proportion in which such compensation shall be paid by each of the parties.

Rule 908. Failure to Comply with Award

(a) Any Participant in whose favor an award has been rendered pursuant to this Chapter 10 shall promptly

notify the Legal Department of Seed SEF, in writing, if the award is not complied with. Any Participant,

who fails to comply with the terms of an award rendered against such Participant, shall be subject to

the procedures set forth in this Rule. Specifically, upon receipt of a notice or information indicating

that a Participant has failed to comply with the terms of an award rendered against such Participant,

Seed SEF shall notify such Participant against whom or which the award was rendered of Seed SEF’s

intention to suspend its privileges as a Participant and afford the Participant an opportunity to be heard

by a panel of the Arbitration Committee appointed by the Chairman for the sole purpose of proving

that the award has been satisfied, provided that the Legal Department of Seed SEF receives a written

request from the Participant for such a hearing within five Business Days after receipt of such notice

by the Participant. Failure to so request such a hearing shall be deemed an acknowledgment by the

Participant that the award has not been complied with. Any such hearing shall be conducted in

accordance with such procedures as the Panel shall determine. The Panel shall consist of no less

than three (3) members of the Arbitration Committee. Following any such hearing, the Panel shall

determine whether the Participant has failed to timely satisfy the award and shall promptly advise

Seed SEF, and all parties in the proceeding, of its determination.

(b) If the Panel shall find, or if a Participant shall acknowledge, that it has failed to comply with any award

rendered pursuant to this Chapter 10 when and as provided by such award, the Participant may be

suspended, as provided in these Rules, and shall remain suspended until the award is complied with

and the suspended Participant is reinstated.

2. the arbitrator shall be final and binding, and cannot be subject to appeal to any officer, director or

committee of Seed SEF. Any party to the arbitration may, however, petition the arbitrator, within three (3)

business days of the award, that the award be corrected to remedy any miscalculation or misdescription

affecting the merits of the award.
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CHAPTER 10: MISCELLANEOUS

Rule 1001. Governing Law

The law of the State Illinois shall govern any dispute arising between Seed SEF and a Participant without

giving effect to the provisions, policies or principles of any state law relating to choice or conflict of laws.

Rule 1002. Transaction Terms

(a)1. Seed SEF may establish Contract Specifications for each Contract listed for trading on Seed SEF or

subject to the Rules.

(b)2. Upon execution of a Transaction in a Swap, solely as between the parties thereto, such Transaction

shall be deemed a legally binding obligation of the Participant at the time Seed SEF provides notice of

acceptance or execution of such Transaction and shall be subject to the applicable master agreement or

other documentation agreed between such parties. For the avoidance of doubt, no further action, other

than that described in the preceding sentence, need be taken or is otherwise required to be done, in

order for such Transaction in a Swap to be deemed a legally binding Transaction as between the parties

thereto, and such Transaction will be deemed “confirmed” for all purposes upon delivery of the written

record of the Transaction pursuant to Rule 504.

Rule 1003. Limitation on Liability

(a)1. Except as otherwise set forth in this rule, neither Seed SEF nor any of its representatives, affiliates or

affiliates’ representatives shall be liable to a Participant, authorized trader or any other person, or any

partner, director, officer, agent, employee thereof, for any loss, damage, injury, delay, cost, expense, or

other liability (including, but not limited to, loss of profits, loss of use and direct, indirect, incidental,

consequential or punitive damages) or claim whether in contract, tort or restitution, or under any other

cause of action, suffered by or made against them as a result of their use of some or all of the platform,

by making use of the platform, such persons expressly agree to accept all liability arising from their use

of same.

(b)2. Except as otherwise set forth in this rule, neither Seed SEF nor any of its representatives, affiliates or

affiliates’ representatives shall be liable to a participant, authorized trader or any other person, or any

partner, director, officer, agent, employee thereof, for any loss, damage, injury, delay, cost, expense, or

other liability (including, but not limited to, loss of profits, loss of use and direct, indirect, incidental,

consequential or punitive damages) or claim whether in contract, tort or restitution, or under any other

cause of action, suffered by or made against them arising from: (a) any failure or non-availability of the

platform; (b) any act or omission on the part of SEF, its representatives, affiliates or affiliates’

representatives including without limitation a decision of Seed SEF to suspend, halt, or terminate trading

or to void, nullify or cancel orders or trades in whole or in part; (c) any errors or inaccuracies in information

provided by Seed SEF, affiliates or the platform; (d) unauthorized access to or unauthorized use of the

platform by any person; or (e) any force majeure event affecting Seed SEF. This limitation of liability will

apply regardless of whether or not Seed SEF, its representatives, affiliates or affiliates’ representatives

(or any designee thereof) was advised of or otherwise might have anticipated the possibility of such

damages.

(c)3. No participant, authorized trader, supervised person or any other person shall be entitled to commence

or carry on any proceeding against Seed SEF, its representatives, affiliates or affiliates’ representatives,

in respect of any act, omission, penalty or remedy imposed pursuant to the rules of Seed SEF. This section

shall not restrict the right of such persons to apply for a review of a direction, order or decision of Seed

SEF by a competent regulatory authority.

(d)4. The limitations on liability in this Rule 1003 shall not protect any party for which there has been a final

determination (including exhaustion of any appeals) by a court or arbitrator to have engaged in willful or

wanton misconduct or has acted in bad faith. Additionally, the foregoing limitations on liability of this rule
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shall be subject to the CEA and the regulations promulgated thereunder, each as in effect from time to

time.

Rule 1004. Limitation on Damages

The maximum aggregate liability of Seed SEF, its Representatives, Affiliates and Affiliates’ Representatives

to any Participant, or any partner, director, officer, agent, employee of a Participant, Authorized Trader or any

other Person, on an aggregate basis, for any and all claims made in relation to the use of or failure of the

Platform or any action or failure to act in any calendar year shall be $100,000, however that liability arises,

including (without limitation) breach of contract, tort, misrepresentation or breach of statutory duty. This

aggregate liability limit applies regardless of whether a claim is allowed under Rule 1003 (including under Rule

1003(d)) or the limitation in Rule 1003 is found by a court of competent jurisdiction to be invalid, unlawful, or

unenforceable.

Rule 1005. Indemnification

(a)1. In the event any legal proceeding is brought by a third party against Seed SEF which arises directly or

indirectly from the use of the Platform by a Participant, and/or the partner, shareholder, director, officer,

agent or employee of a Participant, such Participant, partner, shareholder, director, officer, agent or

employee of a Participant, undertakes to hold Seed SEF harmless in respect of, and to reimburse to Seed

SEF all costs related to same including all legal fees and expenses.

(b)2. Participants, and/or its partners, shareholders, directors, officers, agents or employees of Participants

shall indemnify and hold Seed SEF, its Representatives, Affiliates or Affiliates’ Representatives harmless

from and against all costs, including without limitation amounts paid to settle an action or to satisfy a

judgment, legal and professional fees, expenses for attending trials, hearings and meetings, that Seed

SEF incurs in any civil, criminal or administrative action, suit, proceeding, investigation, inquiry, hearing,

appeal, or review that is threatened or brought against Seed SEF, or in respect of which Seed SEF is

compelled or requested to participate, in respect of any act committed or permitted by the Participant,

and/or its partners, shareholders, directors, officers, agents or employees.

(c)3. Any Participant, or any partner, director, officer, agent, employee of a Participant, which institutes an

action or proceeding against Seed SEF, its Representatives, Affiliates or Affiliates’ Representatives, and

which fails to prevail in such action or proceeding, shall reimburse such Seed SEF, Representative,

Affiliate or Affiliate’s Representative, for any and all costs or expenses (including but not limited to

attorneys’ fees, expenses of investigation and amounts paid by way of indemnifying any officers, directors,

employees or other persons by the Corporation) incurred in connection with the defense of such action or

proceeding.

Rule 1006. Disclaimer of Warranties

(a)1. Seed SEF provides any licensed products, access to the platform, the equipment and any part or parts

of the platform, on an "as is" basis.

(b)2. Except as specifically provided in any written agreement, Seed SEF and its affiliates make no, and

hereby disclaim all, warranties, conditions, undertakings, terms or representations, expressed or implied

by statute, common law or otherwise, in relation to any licensed products, equipment or any part or parts

of the platform. Seed SEF and its affiliates specifically disclaim all implied warranties of merchantability,

fitness for a particular purpose and non-infringement. Seed SEF and its affiliates further disclaim all

warranties, implied or otherwise, relating to any third party materials.

(c)3. Seed SEF does not guarantee the sequence, timeliness, accuracy or completeness of any of Seed

SEF’s or its affiliate’s transaction data or guarantee the accuracy, responsiveness or completeness of the

platform, the platform software or the related documentation.
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Rule 1007. Suspension and Waiver of Rules

If necessary and expedient, Seed SEF may, in its sole discretion, waive, or extend the time period for

performing, any act or acts designated by the Rules, but only to the extent such waiver or extension is not

inconsistent with Applicable Law.

Rule 1008. Forms; Transmission of Data

(a)1. In connection with any transaction or matter handled through, with or by Seed SEF under or pursuant

to the Rules, the form of any required list, notice or other document shall be as from time to time prescribed

by Seed SEF, and additions to, changes in and elimination of any such forms may be made by Seed SEF

at any time in its discretion.

(b)2. A Participant may execute any document to be delivered to Seed SEF or to any other Participant

pursuant to these Rules by means of a mechanically or electronically reproduced facsimile signature of a

representative of the Participant; provided that the Participant shall have complied with such requirements

as may be prescribed by Seed SEF in connection with the use of such facsimile signatures.

Rule 1009. Amendments to the Rules

Seed SEF shall be authorized to amend these Rules and any related procedures or other documents from

time to time with the approval of the Board and without the consent of any other Person, subject to Applicable

Law, and in connection therewith to determine the effective date of any such amendment and whether, and

how, any such amendment may apply to existing Contracts. Seed SEF will notify Participants of Rule changes

by Circular. Each Participant, Authorized Trader and Supervised Person shall be bound by any such

amendment.

Rule 1010. Confidentiality

(a)1. All non-public information provided by a Participant or Authorized Trader to Seed SEF shall be held in

confidence and shall not be made known to any other Person except as follows:

(i)a.with the consent of the Participant or Authorized Trader providing such information;

(ii)b.to a Governmental Body if Seed SEF is requested or legally required to do so by such

Governmental Body;

(iii)c. pursuant to a lawful discovery request;

(iv)d. to a Swap Data Repository;

(v)e.subject to appropriate confidentiality requirements, to any Person providing services to SEF,

including the Regulatory Services Provider;

(vi)f.pursuant to an information sharing agreement or other arrangement or procedures in accordance

with Rule 213;

(vii)g. subject to appropriate confidentiality requirements, to Seed SEF employees, the Board, Board

committees, Disciplinary Panels, SEF Officers, attorneys, auditors, and agents, independent

contractors or other Persons that have been engaged by Seed SEF, in each case, who require

such information in connection with the discharge of their duties to SEF; and

(viii)h. as otherwise permitted under these Rules.

(b)2. All information and data obtained or received by Seed SEF from inspections of accounting and other

records will be treated as confidential by SEF; however, this Rule 1010 does not supplant Rule 210

(regarding Emergency Actions),, the Rules in Chapter 8 (Disciplinary Rules), in Chapter 8, or any other

requirement of legal process or law.
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Rule 1011. Arbitration and Venue

Any dispute between Seed SEF and a Participant arising from or in connection with Seed SEF Rules will be

settled by arbitration administered in New York County, New York by the American Arbitration Association

(the AAA) under its Commercial Arbitration Rules. The dispute will be submitted to one arbitrator who will be

appointed by the AAA. Any arbitrator appointed for purposes of this Rule 1011 will have experience with and

knowledge of commodities, derivatives and Swaps as listed on the National Roster of Arbitrators kept in the

AAA’s records. Judgment on the award rendered by the arbitrator will be binding on the parties and may be

entered in any state or federal court sitting in New York County, New York, and Seed SEF and each Participant

shall be deemed to have consented to the personal jurisdiction of any such court. Each party to the dispute

will bear its own costs and expenses in connection with any arbitration hereunder, as well as an equal share

of the administrative fees and the fees of the arbitrator; provided, however, that the arbitrator will be entitled

to include in any award a full reimbursement for the prevailing party’s costs and expenses, such party’s share

of the administrative fees and the fees of the arbitrator, or any combination of any or all of the above. In the

event that this Rule 1011 is held to be unenforceable in connection with any dispute or a claim is deemed by

a court of competent jurisdiction to be not arbitrable, (i) exclusive jurisdiction for any such dispute will reside

in any state or federal court sitting in New York County, New York, (ii) SEF and the Participant involved in the

dispute will be presumed to have submitted to the personal jurisdiction of any such court, and (iii) an action to

enforce any judgment or decision of such court may be brought in the same court or in any other court with

jurisdiction or venue. Finally, all Participants unconditionally and irrevocably waive any and all right to trial by

jury in connection with any such dispute.
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CHAPTER 11: CONTRACT SPECIFICATIONS – 69

CHAPTER 11: CONTRACT SPECIFICATIONS 

Rule 1101. [Reserved]