VERSION AS OF August 3, 2016

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Exhibit M-1

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, ACCOUNT MANAGER, 

AUTHORIZED MANAGER, AUTHORIZED TRADER AND ANY MARKET PARTICIPANT THAT 

DIRECTLY OR INDIRECTLY EFFECTS 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.

SEED SEF LLC

RULES
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TABLE OF CONTENTS

Page

DEFINITIONS........................................................................................... 5

Rule 101. Definitions............................................................................................................. 5

Rule 102. Rules of Construction.........................................................................................10

OWNERSHIP AND SEF GOVERNANCE .............................................. 11

Rule 201. Ownership............................................................................................................11

Rule 202. Board....................................................................................................................11

Rule 203. Ineligibility to Serve on Boards and Committees..............................................12

Rule 204. Management ........................................................................................................13

Rule 205. Committees..........................................................................................................14

Rule 206. Regulatory Oversight Committee.......................................................................14

Rule 207. Chief Compliance Officer....................................................................................15

Rule 208. Conflicts of Interest of Named Persons.............................................................16

Rule 209. Emergency Actions.............................................................................................17

Rule 210. Conflicts of Interest in Emergencies..................................................................18

Rule 211. Reporting to the CFTC ........................................................................................19

Rule 212. Information-Sharing Agreements.......................................................................19

Rule 213. Dissemination of Transaction Data....................................................................20

Rule 214. Use of Certain Property and Data.......................................................................20

Rule 215. Improper Use or Disclosure of Material Non-Public Information.....................21

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 .........................................24

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

Rule 307. Trading Privileges ...............................................................................................25

Rule 308. Dues, Assessments and Fees ............................................................................26

Rule 309. General Notices to Participants .........................................................................26

Rule 310. Communications Between Seed SEF and Participants ....................................26

Rule 311. Recording of Communications ..........................................................................26

Rule 312. Compliance with the Commodity Exchange Act...............................................27

Rule 313. Legal Certainty for Seed SEF Trades.................................................................27

Rule 314. Market Maker Program........................................................................................27

Rule 315. Independent Software Vendor............................................................................27

OBLIGATIONS OF PARTICIPANTS...................................................... 29

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

Rule 402. Required Disclosures..........................................................................................30

Rule 403. Right of Inspection..............................................................................................31

Rule 404. Minimum Financial and Related Reporting Requirements...............................31

Rule 405. Clients..................................................................................................................31

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

Rule 407. Access to Position Information..........................................................................32

Rule 408. CTI Code ..............................................................................................................32
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Rule 409. Books and Records.............................................................................................33

RESERVED ............................................................................................ 35

SEED SEF SERVICES........................................................................... 36

Rule 601. Real-Time Public Reporting.............................................................................36

Rule 602. Regulatory Reporting ........................................................................................37

Rule 603. Maintenance of Books and Records by Seed SEF ........................................39

Rule 604. Transaction Confirmations .............................................................................40

Rule 605. Audit Trail Program ..........................................................................................41

Rule 606. Monitoring of Trading and Trade Processing..............................................42

Rule 607. Use of Data Collected from Participants............................................................42

Rule 608. Publication of Trading Information ....................................................................42

Rule 609. Error Trade Review and Notification of Action Taken ......................................42

Rule 610. Error Trade Cancellation and Adjustment.........................................................43

Rule 611. Swap Contract Specifications ............................................................................43

Rule 612. Clearing of Transactions. ...................................................................................44

TRADING PRACTICES AND BUSINESS CONDUCT........................... 45

Rule 701. Scope ...................................................................................................................45

Rule 702. Procedures ..........................................................................................................45

Rule 703. Seed Business Days and Trading Hours ...........................................................45

Rule 704. Rule Violations ....................................................................................................45

Rule 705. Fraudulent Acts Prohibited.................................................................................46

Rule 706. Fictitious, Wash or Non-Competitive Transactions Prohibited........................46

Rule 707. Market Disruption Prohibited .............................................................................46

Rule 708. Manipulation and Fraudulent Conduct Prohibited............................................46

Rule 709. Disruptive Trading Practices Prohibited............................................................47

Rule 710. Abusive Trading Practices Prohibited ...............................................................47

Rule 711. Prohibition of Misstatements .............................................................................48

Rule 712. Acts Detrimental to Welfare of Seed SEF Prohibited........................................48

Rule 713. Adherence to Law ...............................................................................................48

Rule 714. Supervision..........................................................................................................48

Rule 715. Misuse of the Platform........................................................................................48

Rule 716. Mishandling of Customer Orders.......................................................................48

Rule 717. Withholding Orders Prohibited ..........................................................................48

Rule 718. Priority of Customers’ Orders ............................................................................48

Rule 719. Trading Against Customers’ Orders ..................................................................49

Rule 720. Disclosing Orders Prohibited.............................................................................49

Rule 721. Pre-Execution Communications.........................................................................49

Rule 722. Trading.................................................................................................................49

Rule 723. Orders ..................................................................................................................50

Rule 724. Prohibition on allocation of orders. No Authorized Trader and no Participant 

may allocate Transactions to more than one Participant on the same side of the 

market.Order Modification and Cancellation .....................................................................50

Rule 725. Order Entry ..........................................................................................................50

Rule 726. Pre-discussed Trades .........................................................................................51

Rule 727. Additional Means of Execution of Permitted Transactions: Block Trades......51

Rule 728. Position Limits or Position Accountability........................................................52

Rule 729. Counterparties to a Transaction.........................................................................52
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ADDITIONAL FINANCIAL SUPPORT ................................................... 53

Rule 801. [RESERVED]........................................................................................................53

DISCIPLINARY RULES ......................................................................... 54

Rule 901. General.................................................................................................................54

Rule 902. Notice of Charges................................................................................................57

Rule 903. Answer to Notice of Charges; Reply..................................................................57

Rule 904. Settlement............................................................................................................58

Rule 905. Disciplinary Panel ...............................................................................................58

Rule 906. Hearing (Disciplinary Procedures & Sanctions)................................................59

Rule 907. Respondent Review of Evidence........................................................................59

Rule 908. Conducting Hearings ..........................................................................................59

Rule 909. Decision of Disciplinary Panel ...........................................................................60

Rule 910. Sanctions; Expenses ..........................................................................................61

Rule 911. Summary Fines....................................................................................................61

Rule 912. Effective Date of Penalties..................................................................................62

Rule 913. Publication and Written Notice of Disciplinary Actions ...................................62

Rule 914. Participant Responsibility Actions.....................................................................63

ARBITRATION ..................................................................................... 64

Rule 1001. Jurisdiction........................................................................................................64

Rule 1002. Definitions..........................................................................................................64

Rule 1003. Quorum and Disqualification............................................................................65

Rule 1004. Procedure ..........................................................................................................65

Rule 1005. Withdrawal of Claims ........................................................................................70

Rule 1006. Modification of Award.......................................................................................70

Rule 1007. Compensation of Arbitrators............................................................................70

Rule 1008. Failure to Comply with Award ..........................................................................70

Clearing ............................................................................................... 72

Rule 1101. [Reserved]..........................................................................................................72

MISCELLANEOUS............................................................................... 73

Rule 1201. Governing Law ..................................................................................................73

Rule 1202. Transaction Terms ............................................................................................73

Rule 1203. Limitation on Liability .......................................................................................73

Rule 1204. Limitation on Damages .....................................................................................74

Rule 1205. Indemnification..................................................................................................74

Rule 1206. Disclaimer of Warranties ..................................................................................75

Rule 1207. Arbitration and Venue.......................................................................................75

Rule 1208. Suspension and Waiver of Rules .....................................................................75

Rule 1209. Forms; Transmission of Data ...........................................................................75

Rule 1210. Amendments to the Rules ................................................................................76

Rule 1211. Confidentiality ...................................................................................................76

Contract Specifications...................................................................... 77

Rule 1301. [Reserved]..........................................................................................................77
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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 New York, New York 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 has the meaning set forth in Rule 1207. 

Account means a Person that (i) granted in Writing (standalone or as part of a broader instrument) to an 

Account Manager investment or trading authority to place Orders and execute Trades on Seed SEF on 

behalf and in the name of such Person; and (ii) is a Counterparty to a Trade. The definition of Account

shall not include any investor, shareholder or any other Person with beneficial ownership in the Account.

Account Manager means a Person that acts as an agent to buy or sell Swaps on the Platform in the 

name or on behalf of another Person. An Account Manager may also be a Participant.

Advisory Committees has the meaning set forth in Rule 205.

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 609.

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.

Authorized Manager means any Person who has been assigned responsibility by a Participant to 

manage the Participant’s SEF Activity related to Seed SEF.

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 off of the Platform pursuant to 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 Operating 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 twenty-fourhour day, on all days except Saturdays, Sundays and legal 

holidays, in Chicago, Illinois or the location of the reporting party.
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Commodity Exchange Act or CEA means the Commodity Exchange Act, as amended from time to time.

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.

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

compliance officer. 

Client means an Account.

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

methods specified in Rule 722. 

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

thereto.

Contract means any Swap, contract, agreement or transaction listed for trading on the Platform pursuant 

to Seed SEF Rules.

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

CHAPTER 13:.

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

Services Provider, if any) that assist 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 

Regulation § 45.1 and 45.4 and as provided in Rule 602(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 a Participant whose Legal Entity Identifier (LEI) is reported by the Platform to an 

SDR as a Counterparty to a trade.

Creation Data has the meaning ascribed to the term “Required Swap Creation Data” in CFTC Regulation 

§ 45.1 and as provided in Rule 602(a).

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

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

DCM means a designated contract market, which has the meaning set forth in CEA section 5, and any 

Commission regulation implementing that Section. .

DCO means a derivatives clearing organization which has the meaning set forth in CEA section 1a(9), 

and any Commission regulation implementing that Section, including, without limitation, CFTC Regulation 

§39.5.

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 905 to conduct hearings in connection 

with disciplinary proceedings (other than summary impositions of fines pursuant to Rule 911), to make

findings, render decisions, and impose sanctions pursuant to CHAPTER 9: 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 905.
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Eligible Contract Participant or ECP means an eligible contract participant defined in CEA Section 

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 

209.

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

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

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 609. 

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

the terms of a swap that legally binds the parties to such swap terms under applicable law.

Force Majeure Event means a delay or failure that is the result of acts 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). 

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

CFTC’s rules promulgated thereunder.

Government Agency or a Regulatory Agency means any governmental entity (including the United 

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

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

ISV means an independent software vendor.

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 Section 1a(33).

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

NFA means the National Futures Association.

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 SEF Rules.

Officer shall have the meaning attributed to such term in Rule 203(a).

Order means, (i) a response to a Resting Quote, (ii) the display of a quote on an Order Book, or (iii) a firm

offer to enter into a Swap, and (iv) any bid or an offer for a Contract on the Platform, and includes any 

modification or cancellation of such bid or offer.
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Order Book means one or more trading methods operated by Seed SEF that constitute an “order book” 

as defined in CFTC Rule 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 SEF Rules. Subject to Applicable Law, a Participant 

may trade for its own proprietary account of for or on behalf of a Client. The term Participant may include 

Authorized Trader. An ISV cannot be 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 proprietary electronic trading facility and interface operated by Seed SEF 

LLC, as a Swap Execution Facility that is made available to Participants for trading in Swaps.

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.

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.

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

regulation thereto.

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

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

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

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

Rules means all rules adopted, 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.

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, a Self-Regulatory Organization registered 

with the CFTC as a Swap Execution Facility.

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

Manager, Authorized Manager, Authorized Trader and any market participant that directly or indirectly 
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effects 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 Operating Agreement means the operating agreement of Seed SEF.

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

such term in CFTC Regulation §1.3(ee) and, in addition, shall include a 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 Data Repository or SDR shall have the meaning set forth in CEA Section 1a(48) and the CFTC’s 

rules and regulations promulgated thereunder.

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

successor regulation thereto.

Swap Execution Facility shall have the meaning set forth in CEA Section 1a(50).

Swap Specifications means the rules or other trading protocols containing specifications for any 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 SEF Platform or subject to SEF Rules.

Trade Confirmation has the meaning ascribed to such term in Rule 604.

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

enter into Transactions for Swaps to 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 

these Rules.

Trading Privileges means the right granted to a Participant to use, directly or indirectly, 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 until Participant Documentation has not been 

executed and remains in effect.

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

Seed SEF Rules.

Unique Swap Identifier shall have the meaning ascribed to it by 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 SEF.

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.

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

reproducing words or data in a visible form, including electronic transmissions.
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Rule 102. Rules of Construction

For purposes of these Rules, the following rules of construction shall apply: 

(a) Words conveying a singular number include the plural number, where the context 

permits, and vice versa. 

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

(c) 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. 

(d) All references to time are to local time in Chicago, Illinois unless expressly provided 

otherwise.
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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 Operating Agreement and the Rules. Participant status does not confer 

any equity interest or voting right in Seed SEF. 

Rule 202. Board

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

SEF’s Rules and its Operating Agreement: 

(i) Be the governing body of Seed SEF; 

(ii) Be constituted, and shall constitute its committees or subcommittees, to permit 

consideration of the views of market participants; 

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

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

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

(vi) Determine the Contracts and the Contract Specifications; 

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

subcommittees; 

(viii) Have the power to act in Emergencies as detailed in Rule 210; 

and 

(ix) 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) 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) 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 Operating 

Agreement. 

(d) The Board shall comprise the number of Directors set forth in Seed SEF Operating 

Agreement. Each Director (including Public Directors) shall be appointed in accordance 
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with Seed SEF Operating 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) At least twenty percent of the Members 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 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; such Director is or was a Participant; or 

(ii) 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) The Board shall have procedures, as may be adopted by the Board from time to time, to 

remove a Director where the conduct of such Director is likely to be prejudicial to the 

sound and prudent management of Seed SEF. 

(i) Each Director is entitled to indemnification pursuant to Seed SEF Operating Agreement 

with respect to matters relating to Seed SEF. 

(j) 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. 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 panel who: 

(a) 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;
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(b) 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) 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:

(i) 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;

(ii) 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) 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 selfregulatory organization;

(e) Currently is subject to or has had imposed on him 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) 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.

Rule 204. Management

(a) 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 Seed SEF Operating 

Agreement. Without limiting the rights, powers, privileges and obligations of the Board as 

set forth in Seed SEF Operating 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 Seed SEF Operating Agreement and hereunder. No Director may be disqualified from 

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

(b) 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) 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 Operating Agreement. 

(d) Each Officer is entitled to indemnification pursuant to the Seed SEF Operating 

Agreement with respect to matters relating to Seed SEF.

(e) No Officer or employee of Seed SEF shall be admitted as a Participant.
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Rule 205. Committees

(a) Seed SEF shall establish one standing committee of the Board (“Standing 

Committees”): 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) 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) 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) 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. 

Rule 206. Regulatory Oversight Committee 

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

The ROC shall report to the Board. 

(b) 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) The ROC shall: 

(i) 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) 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) review the size and allocation of the regulatory budget and resources, and the 

number, hiring, termination, and compensation of regulatory personnel; 

(iv) monitor the regulatory program of Seed SEF for sufficiency, effectiveness and 

independence; 

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

and 

(vii) review all regulatory or compliance proposals prior to implementation and 

advising the Board as to whether and how such changes may impact regulation 

or compliance, as applicable; and

(viii) review the Seed SEF Enterprise Risk Management policy and ensure 

compliance from the Compliance Department. 

Rule 207. Chief Compliance Officer 

(a) 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 days of 

appointing any new chief compliance officer, whether interim or permanent.

(b) The Chief Compliance Officer shall have the authority and resources to develop and 

enforce policies and procedures necessary to perform their duties hereunder and under 

the CEA and CFTC regulations. The Chief Compliance Officer shall have authority over 

all staff acting at his direction. 

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

functions: 

(i) 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) 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 Rule 37.202; and (iii) conflicts between Seed SEF’s management and 

members of the Board; 

(iii) Establishing and administering written policies and procedures reasonably 

designed to prevent violations of the CEA and the rules of the CFTC; 

(iv) Taking reasonable steps to ensure compliance with the CEA and the rules of the 

CFTC, including rules prescribed by the CFTC pursuant to Section 5h of the 

CEA; 

(v) 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) Establishing and following appropriate procedures for the handling, management 

response, remediation, retesting and closing of noncompliance issues; 
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(vii) 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) 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) Preparing and submitting an annual report in accordance with CFTC Rule 

37.1500(d) and an annual compliance report in accordance with CFTC Rule 

37.1501(e) and (f); 

(x) 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 Rules 37.1500 and 37.1501; and 

(xi) Performing such other duties not inconsistent with the foregoing as may be 

designated by the Board from time to time. 

(d) 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) 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) 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) Seed SEF will maintain the records relating to the compliance function required by CFTC 

Regulation 37.1501(g). 

Rule 208. Conflicts of Interest of Named Persons 

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

(i) 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) 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) 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 
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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.

(c) 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 designee, whether 

such member has one of the relationships listed in paragraph (b) of this Rule with a 

Named Party in Interest. 

(d) 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) information provided by the member pursuant to paragraph (b), above, and

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

Seed SEF.

(e) Ineligibility of the CCO. In the event that the CCO, CEO or other employee of Seed SEF

becomes aware that the CCO may be subject to prohibition under this Rule 209 conflict 

of interest, the CCO will report the relevant conflict of interest with a Named Party in 

Interest to the Seed SEF CEO. The CEO determine whether a conflict exists and in the 

event that the CEO determines that one exists, the CEO will appoint another member of 

the Executive Management Team to act in the CCO’s stead. If any Person subject to the 

jurisdiction of these Rules believes that the CCO may face a conflict of interest under this 

Rule, such Person should promptly inform the CEO of any relevant information to the 

CEO by electronic means. 

Rule 209. Emergency Actions 

(a) 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 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) 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) imposing or modifying position limits; 

(ii) imposing or modifying price limits; 

(iii) imposing or modifying intraday market restrictions; 

(iv) imposing special margin requirements; 
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(v) ordering the liquidation or transfer of open positions in any Contract; 

(vi) ordering the fixing of a settlement price; 

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

(viii) suspending or curtailing trading in any Contract; 

(ix) transferring Contracts and the margin associated therewith as permitted by 

Applicable Law; 

(x) altering any Contract’s settlement terms or conditions; 

(xi) limit access to the Platform by any Participant, Client, Authorized Trader or ISV; 

or

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

authority. 

(c) 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. 

Rule 210. 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) 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) gross positions in Contracts carried in (1) accounts in which the member’s 

ownership interest is 10% or greater, (2) “controlled accounts” as defined in 

CFTC Regulation 1.3(j) and (3) accounts of any individual with whom the 

member has a “Family Relationship” as such term is defined in Rule 208; 

(ii) gross positions in Contracts carried in proprietary accounts, as defined in CFTC 

regulations, at any Affiliated Participant of such member; and

(iii) 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. 
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(iv) 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) 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 (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) Documentation. The minutes of any meeting at which Emergency or other significant 

action is considered shall reflect the following information: 

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

means; 

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

abstain from deliberations or voting; and 

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

Rule 211. 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. 

Rule 212. Information-Sharing Agreements 

(a) 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) 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 
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Applicable Law or considers such arrangement to be in furtherance of the operation or 

duties of Seed SEF under Applicable Law. 

Rule 213. Dissemination of Transaction Data

(a) 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 thirdparty 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) Without limiting subsection (a), 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 214. Use of Certain Property and Data

(a) Participant agrees that it will not:

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

(iii) 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), to include Participant’s Affiliates and their 

Representatives;

(iv) 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) assist or encourage any third party in engaging in any activity prohibited under 

the Rules. 

(b) 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), to include the Participant’s Affiliates 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 
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of the Transaction Data that could compete with the business of Seed SEF or its 

provision of the Platform or any related services. 

(c) 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 214.

Rule 215. 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) 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) 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) 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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PARTICIPANT ACCESS 

Rule 301. Applicability of Rules; Jurisdiction 

ANY MARKET PARTICIPANT THAT DIRECTLY OR INDIRECTLY EFFECTS 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, AS APPLICABLE) AND ANY REGULATORY AUTHORITY IN ANY INQUIRY, 

INVESTIGATION, AUDIT, EXAMINATION OR PROCEEDING; AND (IV) AUTHORIZES Seed (AND ITS 

APPLICABLE REGULATORY SERVICES PROVIDER, IF ANY) TO PROVIDE INFORMATION WITH 

RESPECT TO IT TO THE REGULATORY SERVICES PROVIDER 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) To be eligible for admission as a Participant on Seed SEF, an applicant must 

demonstrate to the satisfaction of Seed SEF that it:

(i) is an Eligible Contract Participant;

(ii) is of good reputation and business integrity; 

(iii) maintains adequate financial resources and credit; 

(iv) is of the age of majority in the individual’s state of residence (if individual);

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

(vii) has not filed for bankruptcy; 

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

Swap Participant, Introducing Broker, Futures Commission Merchant, commodity 

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

applicable;

(ix) is not legally or otherwise prohibited from using Seed SEF or entering into 

Transactions on Seed SEF or subject to the Rules;
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(x) is not an Officer, employee or affiliate of Seed SEF or one of its Affiliates;

(xi) is not an ISV; 

(xii) 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;

(xiii) consents to Seed SEF’s jurisdiction pursuant to Rule 301; and

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

(b) 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) Each Participant that is an Account Manager must provide Seed SEF upon Seed SEF’s 

prior Written 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 Client.

(d) Once admitted, the Participant shall continue to comply with applicable eligibility criteria 

in this Rule 303.

Rule 304. Authorized Traders

(a) 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) Each Authorized Trader:

(i) must be a natural person; 

(ii) must satisfy any other requirements as may be prescribed by Seed SEF from 

time to time and;

(iii) must have a User ID. 

(iv) holds all registrations under Applicable Law, including Introducing Broker,

commodity pool operator, commodity trading advisor, and associated person 

registration, as applicable.

(c) 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) none of its Authorized Traders is subject to disqualification pursuant to any 

Applicable Law;

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

(iii) each of its Authorized Traders will conduct its business in a fair and equitable 

manner; and
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(iv) each of its Authorized Traders will conduct its business in accordance with Seed 

SEF Rules.

(d) 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) Seed SEF may terminate, revoke or suspend any Authorized Trader in accordance with 

the provisions of Chapter 9 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) A Person that wishes to become a Participant must satisfy the following: 

(i) Provide such information and documentation as may be requested by Seed SEF 

or its Regulatory Services Provider acting on behalf of Seed SEF. 

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

(iii) Execute the applicable Participant Documentation and any other documentation 

that may be required by Seed SEF from time to time. 

(iv) 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) Seed SEF may conduct such investigations or inquiries as it determines appropriate in 

connection with an application to become a Participant or Authorized Trader 

(c) 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 v SEF shall notify the applicant Participant of such conditions). 

(d) 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) 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 

(a) Each Participant shall have at all times one or more “Participant User Administrators.” 

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 
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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) 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) Participant acknowledges and agrees that it will be bound by any actions taken through 

the use of such Participant’s User IDs including any of those 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) 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 of the need to deactivate any User ID. 

(e) 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 in order to enable Seed SEF to assess the identity of 

any Person that is accessing the Platform through a User ID of a Participant, in order to 

maintain the integrity of the Platform, or to comply with Applicable Law. 

Rule 307. Trading Privileges 

(a) 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) 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. 

(c) 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) All Participants must comply with the applicable provisions of the CEA and the CFTC 

regulations in their use of Seed SEF. 
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Rule 308. Dues, Assessments and Fees 

(a) 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. 

(b) 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%, 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) Seed SEF may suspend a Participant’s Trading Privileges for failure to pay Seed SEF 

Fees as provided in Rule 308 in a timely fashion for such period 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) 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) 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, their Account Managers, Authorized Traders, Supervised 

Persons or other agents, on the other hand, to the extent required by Applicable Law. Any such

recordings may be retained by Seed SEF or the Regulatory Services Provider in such manner and for 
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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 Rules and

regulations duly issued pursuant thereto by the CFTC, including the filing of reports, maintenance of 

books and records, and permitting inspection and visitation by Authorized Representatives of the CFTC 

or Department of Justice.

Rule 313. Legal Certainty for Seed SEF Trades

A transaction entered into on or pursuant to Seed SEF Rules shall not be void, voidable, subject to 

rescission, otherwise invalidated, or rendered unenforceable as a result of:

(a) a violation by Seed SEF of the provisions of section 5h of the Act or CFTC Regulations;

(b) any CFTC proceeding to alter or supplement a Rule, term, or condition under section 

8a(7) of the CEA or to declare an emergency under section 8a(9) of the CEA; or

(c) any other proceeding the effect of which is to:

(i) alter or supplement a specific term or condition or trading rule or procedure; or

(ii) 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 Maker Program

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) The qualifications to participate in, and the procedures to apply to, the program;

(b) The obligations which must be met, and

(c) 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) The ISV applies for connection privileges on such form and with such supporting 

documents as Seed SEF may require;

(b) 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) The ISV shall have such operational capabilities as Seed SEF shall reasonably 

determine are necessary and appropriate in the performance of ISV’s activities;
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(d) The ISV shall meet any other criteria Seed SEF may from time to time prescribe; and 

(e) 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.
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OBLIGATIONS OF PARTICIPANTS

Rule 401. Duties of Participants

(a) Each Participant shall (and shall cause all of its Supervised Persons, Account Managers, 

Authorized Managers, Authorized Traders and market participants that directly or 

indirectly effect a transaction on Seed SEF) if applicable, to: 

(i) use the Platform in a responsible manner and not for any improper purpose; 

(ii) use the Platform only to conduct SEF Activity;

(iii) 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) abide by the terms and conditions of any Contract traded on Seed SEF or subject 

to the Rules;

(v) comply with Seed SEF’s Rules and obligations and technical standards for 

access to the Platform, including security protocols;

(vi) 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 applicable Regulatory Service 

Provider (if any) or the CFTC;

(vii) employ practices to monitor and enforce compliance with risk limits;

(viii) 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) keep the Authorized Trader’s Trader IDs, account numbers and passwords 

confidential.

(b) Each Participant shall:

(i) 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 

authorized user; 

(ii) be responsible for promptly informing Seed SEF of any material changes to the 

information provided to Seed SEF by the Participant.
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Rule 402. Required Disclosures 

(a) Each Participant shall immediately notify Seed SEF upon becoming aware of any of the 

following events: 

(i) any material change to the contact information provided to Seed SEF by the 

Participant; 

(ii) 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 Participants financial obligations under or in connection with any Swap of 

such Participant; 

(iii) any refusal of admission or involuntary withdrawal of the Participant for 

membership in, any Self-Regulatory Organization, SEF, DCM or DCO;

(iv) 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; 

(v) any revocation, suspension or conditioning of any registration or license of a 

Participant necessary to conduct SEF Activity granted by an Governmental 

Agency; 

(vi) (A) the commencement of any judicial or administrative proceeding against the 

Participant or any Authorized Trader or Supervised Person or (B) 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 (A)

and (B), by any Self-Regulatory Organization, SEF, DCM, DCO or, with respect

to SEF Activity, any relevant Governmental Agency;

(vii) 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, securities futures product or other financial instrument, or involving or

arising from fraud or moral turpitude; and

(viii) the Participant’s or a 10% or greater owner of the Participant becoming the 

subject of a petition for bankruptcy;

(ix) the appointment of a receiver, trustee or administrator for the Participant or a

10% or greater owner of the Participant;

(x) 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;

(xi) the commencement of proceedings for the Participant’s or the 10% or greater 

owners of the Participant dissolution; or

(xii) the occurrence of an event of insolvency with respect to the Participant or the 

10% owner or greater owner of the Participant.
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Rule 403. Right of Inspection 

(a) Each Participant agrees that Seed SEF (or its authorized representative, including the 

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) Upon request of Seed SEF, a Participant shall provide such information concerning the 

Participant’s (and any of its Clients’ and Authorized Traders’) use of SEF Activity as Seed 

SEF may reasonably designate. 

(c) 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. Clients

(a) For the purposes of this Rule 405, the term Client includes Client, Account Manager, 

Authorized Manager, Authorized Trader and any market participant that directly or 

indirectly effects a transaction on Seed SEF.

(b) No Participant shall carry an account for or enter an Order in the name of a Client unless 

the Participant has entered into a Written agreement with the Client that is in compliance 

with Applicable Law and Seed SEF Rules.

(c) Each Participant must; (i) ensure that the Client is an ECP at the time of execution of any 

Swap; (ii) subject every Swap executed for the Client to the terms of Seed SEF Rules 

insofar as they are applicable to that Swap; (iii) in relation to any Swap executed for the 

Client, 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) In accordance with, and subject to, the procedures provided in Chapter 9, 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) fails to satisfactorily demonstrate its ability to satisfy the eligibility criteria to 

become or remain a Participant; 

(ii) is unable to satisfactorily demonstrate its ability to adhere to all applicable Seed 

SEF Rules;
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(iii) would bring Seed SEF into disrepute as determined by Seed SEF in its sole 

discretion or; 

(iv) for such other cause as Seed SEF may reasonably determine.

(b) 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) 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) Upon default of any Swap by a Participant or Client, Seed SEF shall have the right to 

arrange the liquidation of all or some Swap positions of such Participant or Client, as 

applicable, opened via Seed SEF.

Rule 407. Access to Position Information 

(a) 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 Client 

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) Participants shall submit to Seed SEF, upon request, such information as Seed SEF may 

require with respect to the positions the Participant or its Client owns or controls on 

another venue, in such form and manner as may be specified by Seed SEF. 

Rule 408. CTI Code

(a) Each Participant must identify each transaction executed on the Platform on the record of 

transactions submitted to Seed SEF with the correct CTI Code. The CTI Codes are as 

follows:

(i) C1: Transactions initiated and executed by an individual member for his own 

account, for an account he controls or for an account in which he has ownership 

or financial interest; 

(ii) C2: Transactions executed for the proprietary account of a clearing member or 

non-clearing member firm; 

(iii) C3: Transactions where an individual member or authorized trader executes for 

the personal account of another individual member, for an account the other 
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individual member controls or for an account in which the other individual 

member has ownership or financial interest; 

(iv) C4: Any transaction not meeting the definition of C1, C2 or C3. (These should be 

non-member customer transactions).

Rule 409. Books and Records

(a) Participant Books and Records.

(i) 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 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) 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) 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) 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) 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 1211

(b) 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 
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pursuant to the CEA, the CFTC Regulations or the Seed SEF Rules as required by CFTC 

Regulation 1.31.
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RESERVED

RULE 501 (RESERVED)
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SEED SEF SERVICES

Rule 601. Real-Time Public Reporting

(a) In General.

(i) 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) For purposes of these Rules 601 and 602, “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) 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) 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) 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) 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) Seed SEF reports all transaction and pricing data as “Other Commodities” to the 

CME SDR for the fixed/floating swaps and options that it lists for trading. 

(viii) Seed SEF’s transmissions of swap transaction and pricing data will include an 

actual description of the underlying commodity or asset.

(b) Pursuant to CFTC Part 43 a n d A p p e n d i x 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) 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.
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(d) 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 

601.

(e) Real-time dissemination of Block Trades will be done in accordance with Rule 602. Seed 

SEF shall notify the registered swap data repository of any Block Trade election iin 

accordance with Rule 727 when transmitting swap transaction and pricing data for a 

Block Trade to the registered swap data repository.

(f) 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) 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 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) 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) 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) Receives data from a Counterparty (if applicable); and 

(ii) Transmits such data to the registered swap data repository for public 

dissemination.

Rule 602. Regulatory Reporting

(a) Reporting Creation Data.

(i) Seed SEF will report all required 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 
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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

(iv) 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.

(v) 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 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) 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) A yes/no indication of whether the Participant is a Swap Dealer with 

respect to the product with respect to which the order is placed; 

(C) A yes/no indication of whether the Participant is a Major Swap 

Participant with respect to the product with respect to which the order is 

placed;

(D) A yes/no indication of whether the Participant is a financial entity as 

defined in CEA section (2)(h)(7)(C);

(E) A yes/no indication of whether the Participant is a U.S. person.

(viii) Seed SEF shall use the information obtained pursuant to Rule 602(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 602(a)(v) Seed 

SEF shall:

(A) 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 
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(B) Transmit to each Counterparty the LEI (or unique Participant identifier 

provided by Seed SEF) of the other Counterparty.

(ix) Seed SEF shall have the authority to charge fees for any services provided

pursuant to this Rule 602; provided, however, that such fees shall be equitable

and non- discriminatory.

(b) Reporting 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 a 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, or all state data for the swap if the swap is reported using the snapshot 

reporting method; and All valuation data for the swap.

(iii) Pursuant to CFTC Regulation § 45.4(c), 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 by the Reporting

Counterparty.

(iv) Seed SEF will have no obligation to fulfill any requirements to report

Continuation Data for any Participant, including Valuation Data as that term is 

defined in CFTC Regulation §45.1.

(v) If Seed SEF fulfills any requirements to report Continuation Data for any

Participant that is a Reporting Counterparty, such Participant 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.

Rule 603. Maintenance of Books and Records by Seed SEF

(a) 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.
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(b) Seed SEF shall retain all records required to be kept pursuant to §43.3 and§45.2 with 

respect to each swap throughout the life of the swap and for a period of at least 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 days through the remainder of the period

following final termination of the Swap during which it is required to be kept.

(c) All books and records kept pursuant to this Rule 603 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 604. Transaction Confirmations

(a) 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) The Trade Communication, together with the documents and agreement 

(including, without limitation, ISDA master agreements, other master 

agreements, terms supplements, master confirmation agreements, and 

incorporated industry definitions) governing such Transactions existing at the 

time of Execution to which the applicable Participants are party (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) and shall be deemed to be the “Seed SEF Confirmation.”

(ii) In satisfaction of the obligations imposed on Seed SEF under CFTC Regulation 

§37.6(b): (i) each Trade Communication is deemed to incorporate the Terms 

Incorporated by Reference set forth in this Rule 604; (ii) the Participants hereby 

agree that the provisions of Rule 604(a)(iii) shall govern any conflicting terms; 

and (iii) Participants shall monitor all applicable records and documents in 

accordance with CFTC’s applicable guidance, interpretation and no-action 

letters. 

(iii) In the event of any conflict between (i) the Trade Communication and (ii) the 

Terms Incorporated by Reference, the Trade Communication shall prevail to the 

extent of any inconsistency.

(iv) Seed SEF shall electronically issue the Seed SEF Confirmation to the applicable 

counterparties as soon as is technologically feasible after execution.

(v) In accordance with CFTC No-Action Letter 16-25, which expires on March 31, 

2017:

(A) Seed SEF’s confirmation shall state the following that shall apply to all 

SEF confirmations, that in the event of any inconsistency between a SEF 

confirmation and the underlying previously negotiated freestanding 

agreements, the terms of Seed SEF confirmation legally supersede any 

contradictory terms;
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(B) All market participants must provide copies of the underlying previouslynegotiated freestanding agreements to Seed SEF on request.

(C) Seed SEF must request from participants the underlying previouslynegotiated freestanding agreements on request from the Commission 

and Seed SEF must furnish such documents to the Commission as soon 

as they are available.

(b) A Seed SEF Confirmation shall be deemed to be a binding and fully enforceable

confirmation of the Transaction between such parties.

(c) 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) 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 right to assert any such claims.

(e) 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 transaction confirmations must be submitted to Seed SEF, in writing, promptly 

upon receipt, but no later than the close of that Business Day. Any discrepancies, errors 

or omission with respect to SEF Confirmations shall be resolved as provided in the

Seed SEF Rules.

Rule 605. Audit Trail Program

(a) 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 and trades, and order modifications and

cancellations. An adequate transaction history database also includes:

(i) All data that is input into the trade entry or matching system for the transaction to 

match;

(ii) Customer Type Indicator code; and

(iii) Timing and sequencing data adequate to reconstruct trading. 

(b) 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
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account numbers and Customer Type Indicator codes in trade records to test for

accuracy and improper use.

(c) 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 not include more than one warning letter for the same

violation of audit trail or recordkeeping requirements within a rolling twelve month period.

Rule 606. 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 607. Use of Data Collected from Participants 

Subject to the provisions of Rule 214, 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 608. 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 609. Error Trade Review and Notification of Action Taken

(a) Any Trade executed on or in accordance with the Rules of Seed SEF can be canceled, 

corrected, or adjusted only upon consent of SEF and in accordance with this Rule 609. 

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 date of Execution of the Alleged Error Trade.

(b) 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 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, SEF will designate such Alleged Error Trade as an Error 

Trade.

(c) SEF will inform affected Participants of the Error Trade and of the next steps that the 

Participants must or could make. SEF will also inform the affected Participants of the final 

disposition of the Error Trade.
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(d) For purposes of this Rule 609, a Participant involved in an Alleged Error Trade and acting 

as an Account Manager or 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 relevant Counterparty involved in the Trade.

Rule 610. Error Trade Cancellation and Adjustment 

(a) 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) System Error. If, after its own investigation or a 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 the Trade has been designated as an Error Trade, then Seed 

SEF may:

(i) cancel such Trade; or

(ii) if both Participants affected by the Error Trade agree, adjust the price.

(c) Timing of a Cancellation or Adjustment. Any cancellation or adjustment made pursuant to 

this Rule 610 shall be made before the opening of trading on the Business Day after the 

Error Trade was discovered.

(d) Trade Cancellation and Adjustment by SEF.

(i) 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) If SEF takes action pursuant to this Rule 610, it will give prompt notice to affected 

Participant or Participants and will use good faith, commercially reasonable 

efforts to obtain such Participants’ consent to such adjustment or cancellation.

(e) 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 CHAPTER 6:

Rule 611. Swap Contract Specifications 

(a) Notwithstanding any provision of Seed SEF Rules to the contrary, the Swap Specification 

with respect to a particular Swap specified in CHAPTER 13: 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) The Swap Specification for each individual Swap may specify: 

(i) 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) whether such Swap may be settled via cash settlement, physical delivery of the 

underlying commodity, or by any other means, as applicable; and 
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(iii) the method for determining settlement prices. 

Rule 612. Clearing of Transactions.

Seed SEF does not facilitate any Required Transactions or any Permitted Transactions that are intended 

by the counterparties to such Transactions to be cleared. 
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TRADING PRACTICES AND BUSINESS CONDUCT 

Rule 701. Scope

This CHAPTER 7: prescribes Rules concerning trading practices and business conduct on Seed SEF and 

applies to Orders and Transactions in Swaps.

Rule 702. Procedures

(a) 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) disseminate the prices of bids and offers on, and trades in, Contracts; 

(ii) record Contracts and SEF Activity;

(iii) perform market surveillance and regulation on matters affecting Contracts and

SEF Activity;

(iv) establish limits on the number and/or size of Orders that may be submitted

by a Participant through the Platform;

(v) establish limits on the number of Contracts that may be held by a

Participant;

(vi) 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 

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) Seed SEF may, in its discretion and at any time, amend any procedures adopted

pursuant to Rule 702(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 703. Seed Business Days and Trading Hours

Except as provided in Rule 209 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 9:30 am and 2:30 pm Eastern Time (Eastern Time). Seed SEF shall determine and publish a Notice to 

Participants listing Business Days and the Trading Hours for each Swap.

Rule 704. Rule Violations

(a) It shall be an offense for a Participant, Account Manager, Authorized Trader or 

Supervised Person to violate any Seed SEF Rule regulating the conduct or business of a 

Participant or its Account Managers, 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.
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(b) 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) 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, 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 705. Fraudulent Acts Prohibited

(a) No Participant, Account Manager, Authorized Trader, Supervised Person or any market 

participant that directly or indirectly effects a transaction on Seed SEF shall 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) No Participant, Account Manager, Authorized Trader or Supervised Person shall engage 

in front running, trading ahead of customers or Clients or trading against customers or 

Clients.

Rule 706. Fictitious, Wash or Non-Competitive Transactions Prohibited

No Participant, Account Manager, Authorized Trader, Supervised Person or any market participant that 

directly or indirectly effects a transaction on Seed SEF shall create, place or accept fictitious transactions, 

Wash Transactions, or non- competitive transactions except, in the case of non-competitive transactions, 

as otherwise authorized by Seed SEF Rules, or execute any such Order with knowledge of its nature as a 

fictitious transaction, Wash Transaction, accommodation trade or non-competitive transaction. No Person 

shall place or accept to 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 accounts with common beneficial ownership that 

are entered with the intent to negate market risk or price competition shall also be deemed to violate the 

prohibition on Wash Transactions. Additionally, no Person shall knowingly execute or accommodate the 

execution of such Orders by direct or indirect means.

Rule 707. Market Disruption Prohibited

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, Account Manager, Authorized Trader, Supervised Person or any market participant that 

directly or indirectly effects 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 plan or scheme for the entering of any such Order, will be deemed to have engaged in an act 

detrimental to Seed SEF.

Rule 708. Manipulation and Fraudulent Conduct Prohibited

(a) No Participant, Account Manager, Authorized Trader, Supervised Person or any market 

participant that directly or indirectly effects a transaction on Seed SEF shall attempt to 

manipulate or manipulate the market in any Contract; provided, however, that nothing in 

this Rule 708 shall be construed to require any Person to disclose to another Person nonpublic information that may be material to the market price, rate, or level of a particular 
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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.

(b) No Participant, Account Manager, Authorized Trader, Supervised Person or any market 

participant that directly or indirectly effects a transaction on Seed SEF shall, directly or 

indirectly, 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.

(c) No Participant, Account Manager, Authorized Trader, Supervised Person or any market 

participant that directly or indirectly effects a transaction on Seed SEF, shall intentionally 

or recklessly:

(i) Use or employ, or attempt to use or employ, any manipulative device, scheme, or 

artifice to defraud;

(ii) 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) 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) 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 709. Disruptive Trading Practices Prohibited

(a) No Participant, Account Manager, Authorized Trader, Supervised Person or any market 

participant that directly or indirectly effects 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) Violates bids or offers; or

(ii) demonstrates intentional or reckless disregard for the orderly execution of 

transactions during the closing period; or

(iii) Is of the character of, or commonly known as “spoofing” (bidding or offering with 

intent to cancel the bid or offer before execution).

Rule 710. Abusive Trading Practices Prohibited

No Participant, Account Manager, Authorized Trader, Supervised Person or any market participant that 

directly or indirectly effects 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.
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Rule 711. Prohibition of Misstatements

No Participant shall make any knowing 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 712. Acts Detrimental to Welfare of Seed SEF Prohibited

No Participant shall engage in any act that is detrimental to Seed SEF.

Rule 713. Adherence to Law

No Participant shall engage in conduct that is a violation of the Applicable Law.

Rule 714. 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 715. 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 716. 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 717. Withholding Orders Prohibited 

Any Authorized Trader entering Orders on Seed SEF for its Client 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 Client. 

An Authorized Tradermust enter into the Platform all Orders that are immediately acceptable as soon as 

practicable following receipt. 

Rule 718. Priority of Customers’ Orders 

(a) No Person shall knowingly enter an Order into Seed SEF for its own account, an account 

in which it has a direct or indirect financial interest or an 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) 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 
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procedures and (iii) the Authorized Trader entering the Order in question has no direct 

knowledge of the competing Order. 

Rule 719. Trading Against Customers’ Orders 

(a) 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 account in which it 

has a direct or indirect financial interest, or an account over which it has discretionary 

trading authority. 

(b) No Participant in possession of an Order shall engage in accommodation trading.

Rule 720. 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 nonpublic Order information, however acquired.

Rule 721. Pre-Execution Communications 

Pre-Execution Communications with respect to Permitted Transactions in Swaps shall be allowed.

Rule 722. Trading

(a) Except as provided in, and in accordance with, Rule 728, all transactions on Seed SEF 

will be matched and executed through the operation of the CLOB.

(b) 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 the CLOB. All Orders in the CLOB are anonymous.

Orders are entered into the CLOB by Participants or their agents.

(c) 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, 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 

must have available credit in order for their Bid or Offer to be entered into the CLOB. 

(d) Trading on the CLOB begins at the opening time.

(e) 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) Details of each Transaction executed on the CLOB or subject to Seed SEF’s Rules will 

be recorded by Seed SEF, and confirmation of the Transaction will be displayed on the 

Platform for each Authorized Trader who is a party to the Transaction. 
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(g) 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) 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 723. Orders

(a) The following order types are provided for trading on the CLOB:

(i) 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.

(ii) 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.

(b) Aggregation. No Authorized Trader and no Participant may aggregate orders from 

different clients for entry in the Platform or execution as a Block Trade.

Rule 724. Prohibition on allocation of orders. No Authorized Trader and no 

Participant may allocate Transactions to more than one Participant on the 

same side of the market.Order Modification and Cancellation

(a) 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.

(b) If for any reason the connection to the Platform is lost, all orders entered from that 

location are cancelled.

Rule 725. Order Entry

(a) It shall be the duty of each Authorized Trader to: 

(i) Submit orders that include their User ID; and 

(ii) Input the price, quantity, Seed SEF contract code and appropriate account 

designation for each order. 

(b) The account designation must be an account number, account name or other identifying 

notation that is uniquely tied to a specific account owner for whom the order is placed. 
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Rule 726. Pre-discussed Trades

No Person shall enter a pre-discussed Permitted Transaction for illegal or improper purposes. 

Rule 727. Additional Means of Execution of Permitted Transactions: Block 

Trades

(a) In addition to execution through the CLOB, Permitted 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) 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) The transaction is reported in the form and manner specified by Seed SEF as 

soon as practicable, but in no event more than 14 minutes, following agreement 

of the Participants to the terms of the transaction;

(iii) The transaction may not be entered into for illegal or improper purposes; and

(iv) The Broker must keep full, complete and systematic records of the transaction as 

required by Commission Rule 1.35. 

(b) Each Order underlying a Block Trade must (1) state explicitly that it is to be, or may be, 

executed by means of a Block Trade, (2) be for at least the Appropriate Minimum Block 

Size of the Contract, and (3) comply with any other Applicable CFTC Regulations 

governing Block Trades, and Applicable Law. 

(c) Seed SEF will from time to time specify the Appropriate Minimum Block Size.

(d) 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. Seed SEF will only accept Block 

Trades for particular Contracts as specified by Seed SEF and published by Circular. 

(e) 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. 

(f) Seed SEF may accept a Block Trade if the details are complete and accurate, are timely 

submitted, and otherwise comply with these Rules. 

(g) Block Trade prices will not trigger unexecuted Orders in the Order Book. 

(h) Each Participant that is a party to a Block Trade must comply with the recordkeeping 

requirements set forth in the Rules. 

(i) Any transaction between Participants which is identical to or a close substitute for a 

Trade that would be acceptable as a Block Trade, including especially 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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(j) 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 604.

Rule 728. Position Limits or Position Accountability

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 limitations or 

position accountability levels for speculators. 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 729. Counterparties to a Transaction

Each counterparty to a Transaction must be a Participant. 
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ADDITIONAL FINANCIAL SUPPORT

Rule 801. [RESERVED]
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DISCIPLINARY RULES

Rule 901. General

(a) Jurisdiction. 

(i) Seed SEF, acting through its Compliance Department and Disciplinary Panels, 

shall have the authority to initiate and conduct investigations and prosecute 

Violations committed by Participants, Clients, Authorized Traders, Supervised

Persons, Account Managers, or any market participant that directly or indirectly 

effects a transaction on Seed SEF and to impose sanctions for such Violations 

as provided in the Rules. 

(ii) 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) 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) The provisions of this CHAPTER 9: 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) Enforcement Authority and Duties. 

(i) 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, Account 

Managers, Authorized Traders, Supervised Person 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) The Compliance Department may delegate its authority under these Rules to 

initiate and conduct investigations and prosecute Violations to the Regulatory 

Services Provider. 

(iii) 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) The Compliance Department has the authority to: 

(A) initiate and conduct inquiries and investigations; 

(B) prepare investigative reports and make recommendations concerning 

initiating disciplinary proceedings; 
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(C) 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) prosecute alleged Violations within Seed SEF’s disciplinary jurisdiction. 

(v) 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 901(b)(v) in 

accordance with the requirements of CFTC Regulation 9.12(b).

(c) Investigation. 

(i) 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) that indicates a reasonable basis for finding that a violation may have or 

will occur of which it becomes aware; or

(B) upon a request from CFTC staff. 

(ii) The Compliance Department shall prepare a written investigative report with 

respect to any matter investigated. Where the Compliance Department

determines that a 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, the Compliance Department’s analysis and conclusion, 

and a recommendation as to whether disciplinary action should be pursued. 

Where 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.

(iii) In the event that the Compliance Department determines a reasonable basis 

exists for finding a Violation, 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. 

(iv) If the CCO concludes that a Violation may have occurred, the CCO may: 

(A) Issue a warning letter to the Person that is the subject of the 

investigation, informing such Person that there may have been a 
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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 Rules 37.203 and 37.206; 

(B) 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 910; 

(C) Impose a summary fine under Rule 911, if appropriate; or 

(D) Determine to bring formal proceedings before a Disciplinary Panel under 

this CHAPTER 9:. 

(d) The President, the Board, 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 

or it, to give testimony under oath or in any other manner required by him 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.

(e) Each Participant, Account Manager, Authorized Trader, Supervised Person or any 

market participant that directly or indirectly effects a transaction on Seed SEF: 

(i) is obligated to appear and testify and respond in Writing to interrogatories with in

the time period required by the Compliance Department in connection with: (A) 

any Seed SEF Rule; (B) any inquiry or investigation; or (C) any preparation by 

and presentation during a disciplinary proceeding, summary imposition of fines, 

summary suspension, or other summary action by Seed SEF; 

(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: (A) any Seed SEF

Rule; (B) any inquiry or investigation; or (C) any preparation by and presentation 

during a disciplinary proceeding, summary imposition of fines, summary 

suspension or other summary action by Seed SEF; and 

(iii) may not impede or delay any inquiry, investigation, disciplinary proceeding, 

summary imposition o f fines, summary suspension or other summary action.

(f) 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. 
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Rule 902. Notice of Charges 

(a) 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. 

(b) Such Notice of Charges shall state: 

(i) the acts, practices or conduct that the Respondent is alleged to have engaged in; 

(ii) the Rule or provision of Applicable Law alleged to have been violated or about to 

be violated; 

(iii) the proposed sanctions; 

(iv) the Respondent has a right to a hearing; 

(v) 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; 

(vi) 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; 

(vii) 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; 

(viii) 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 

(ix) that any allegation in the Notice of Charges that is not expressly denied will be 

deemed to be admitted. 

Rule 903. Answer to Notice of Charges; Reply 

(a) 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) An Answer shall be signed by the Respondent, or its representative, and contain a 

statement specifying the allegations that the Respondent: 

(i) denies or admits; and 

(ii) does not have sufficient information to either deny or admit. 

(c) 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 
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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. 

(d) 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 904. Settlement 

(a) A Respondent may at any time propose in writing an offer of settlement related to 

anticipated or instituted disciplinary proceedings. 

(b) 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) 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) 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) 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) 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) 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 905. Disciplinary Panel 

(a) 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. 
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(b) 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) 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) Disciplinary Panels must meet any applicable composition requirements under Part 40 of 

the CFTC rules. 

(e) 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 911) pursuant to this CHAPTER 9.

Rule 906. Hearing (Disciplinary Procedures & Sanctions) 

(a) A fair hearing will be conducted before members of the Disciplinary Panel. 

(b) 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) 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 907. 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 908. Conducting Hearings 

(a) 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) At a hearing conducted in connection with any disciplinary proceedings, the Disciplinary 

Panel or the Compliance Department and each respondent may: 

(i) present evidence and facts determined relevant and admissible by the chair of 

the Disciplinary Panel; 
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(ii) call and examine witnesses; and 

(iii) cross-examine witnesses called by other parties. 

(c) 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, Account 

Managers, Authorized Managers, Authorized Traders and any market participants that 

directly or indirectly effects 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) 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) 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.

Rule 909. Decision of Disciplinary Panel

(a) 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) 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) the Notice of Charges or summary of the allegations; 

(ii) the Answer, if any, or a summary of the Answer; 

(iii) a summary of the evidence introduced at the hearing or, where appropriate, 

incorporation by reference of the investigative report; 

(iv) 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) each specific Rule and/or provision of Applicable Law that the respondent is 

found to have violated; 

(vi) the sanctions, if any, imposed including the basis for such sanctions and the 

effective date of each sanction; and

(vii) the availability to the Respondent under CFTC Regulation 9.11(b)(6) of review of 

any disciplinary action or denial of access.
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(c) 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) 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 17 C.F.R. Part 9 

Rule 910. Sanctions; Expenses 

(a) 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) censure or reprimand, 

(ii) restriction, suspension or termination of Trading Privileges, 

(iii) a warning letter, subject to the limitations in Applicable CFTC Regulations, 

(iv) a Cease and desist order, 

(v) a fine, 

(vi) restitution or disgorgement; or 

(vii) any other sanction or remedy determined to be appropriate under the 

circumstances. 

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 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. 

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 violations by any other Participant, Account Manager, Authorized Trader, 

Supervised Person or market participant that directly or indirectly effects a transaction on 

Seed SEF.

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) 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 outof- pocket expenses incurred by Seed SEF in connection with the investigation and 

prosecution of such Violations. 

Rule 911. Summary Fines 

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 
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failure to timely submit accurate records required for verifying each day’s Transactions, without the need 

for a formal hearing under this CHAPTER 9. 

The schedule of summary fines will be established by Seed SEF from time to time and published by 

Notice. 

Rule 912. Effective Date of Penalties

(a) 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) 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) 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 Hearing Panel, in its sole discretion, may 

postpone the date when payment is due. 

Rule 913. Publication and Written Notice of Disciplinary Actions 

(a) 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) 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) as required by law or by the Rules; 

(ii) in any action or proceeding brought by or against Seed SEF; 

(iii) as may be determined from time to time by the Board. 

(c) 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 
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action or denial of access shall be given to the CFTC and to the Person who is 

suspended, expelled, disciplined or denied access within thirty (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 914. Participant Responsibility Actions

(a) 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) 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) 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 9 of the SEF’s Rules.
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ARBITRATION 

Rule 1001. Jurisdiction

(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, as defined in the CEA, or a national securities association, 

as defined in the Securities Exchange Act of 1934. If such a Claim or grievance is made 

in accordance with these Arbitration Rules, any counterclaim permissible under Rule 

1004(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, as defined in the CEA, or a 

national securities association, as defined in the CEA. If such an Allowable Claim is made 

in accordance with these Arbitration Rules, any Allowable Claim which may be asserted 

as a counter-claim under Rule 1004(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 1002. Definitions

Unless otherwise indicated, the following terms shall, for the purposes of CHAPTER 10: of the Rules (the 

“Arbitration Rules”), have the following meanings:
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(a) Allowable Claim. 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. 

(b) Claim or Grievance. 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. 

(c) Claimant. A Person who asserts a Claim pursuant to these Arbitration Rules. 

(d) Respondent. A Person against whom a Claim is asserted pursuant to these Arbitration 

Rules. 

Rule 1003. 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 1004. Procedure

(a) Claims Asserted Pursuant to Rule 1004(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 
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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 the maximum of $1,000 or 1% of the Relief Requested.

(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 twenty (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 (1) 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 (3rd) 

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. 

If an Answering Statement sets forth one (1) or more counterclaims, the Claimant 

shall reply to such counterclaims within twenty (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 (1) 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 (3) 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 the 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 
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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 another 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 (5) 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 ten (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, except 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 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. 
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(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 1004. 

(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 1004(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 (1) 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 twenty (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 twenty (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 
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or additional papers, unless a Respondent has asserted one (1) or more 

counterclaims, in which case the Claimant shall be entitled to reply to 

such counterclaims within ten (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 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 1004(b). 

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 said subparagraph (i) 

of paragraph (a) shall apply. 
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(B) None of the limitations on counterclaims set forth in subparagraph (ii) of 

paragraph (a) shall apply. 

Rule 1005. Withdrawal of Claims

Any Notice of Arbitration may be withdrawn at any time before an Answering Statement is filed in 

accordance with these Rules. 

If an Answering Statement has been filed, any withdrawal shall require consent of the party against which 

the Claim or grievance is asserted. 

Rule 1006. Modification of Award 

On written application to the Legal Department of Seed SEF by a party to an arbitration, within twenty 

(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; or 

(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. 

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 ten (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 thirty (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 1007. 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 1008. Failure to Comply with Award 

(a) Any Participant in whose favor an award has been rendered pursuant to this Chapter 

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 (5) Business Days after receipt of such notice by the 
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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 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. 
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Clearing 

Rule 1101. [Reserved] 
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MISCELLANEOUS

Rule 1201. 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 1202. Transaction Terms

(a) Seed SEF may establish Contract Specifications for each Contract listed for trading on 

Seed SEF or subject to the Rules. 

(b) 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 604. 

Rule 1203. Limitation on Liability 

(a) 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) 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) 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 
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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) The limitations on liability in this Rule 1203 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 shall be subject to the CEA and the regulations 

promulgated thereunder, each as in effect from time to time. 

Rule 1204. 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 one 

hundred thousand dollars ($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 1203 (including under Rule 1203(d)) or the limitation 

in Rule 1203 is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable. 

Rule 1205. Indemnification 

(a) 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) 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) 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. 
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Rule 1206. Disclaimer of Warranties 

(a) 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) 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) 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. 

Rule 1207. 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 1207 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 1207 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.

Rule 1208. 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 1209. Forms; Transmission of Data 

(a) 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. 
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(b) 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 1210. 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 1211. Confidentiality

(a) 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) with the consent of the Participant or Authorized Trader providing such

information;

(ii) to a Governmental Body if Seed SEF is requested or legally required to do so by 

such Governmental Body;

(iii) pursuant to a lawful discovery request;

(iv) to a Swap Data Repository;

(v) subject to appropriate confidentiality requirements, to any Person providing 

services to SEF, including the Regulatory Services Provider;

(vi) pursuant to an information sharing agreement or other arrangement or

procedures in accordance with Rule 212;

(vii) 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) as otherwise permitted under these Rules.

(b) 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 

1211 does not supplant Rule 209 (Emergency Actions) and the Rules in CHAPTER 7:

(Disciplinary Rules), or any other requirement of legal process or law.
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Contract Specifications

Rule 1301. [Reserved]

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