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Seed SEF
Chapter 1. Definitions
Rule 101. Definitions

Except where the context requires otherwise, as used herein, (i) use of the singular shall include the plural and vice versa; (ii) the term “include” means “include without limitation”; (iii) reference to the masculine, feminine or neuter gender includes each other gender; (iv) any reference to a number of days shall mean calendar days unless business days are specified; (v) any reference to a time shall mean the local time in 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 206.

Affiliate means with respect to any Person, any Person who, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such other Person.

Alleged Error Trade has the meaning set forth in Rule 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-four hour day, on all days except Saturdays, Sundays and legal holidays, in Chicago, Illinois or the location of the reporting party.

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.

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 210.

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 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 204(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.

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 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.

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.