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Seed SEF
Chapter 2. Ownership & 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 211; 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 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. Nominating Committee of the Board
(a) The Nominating Committee of the Board shall consist of three Directors appointed from time to time by the Board, two of which shall be Public Directors (i.e., at least 51% Public Directors). The Nominating Committee shall be chaired by a Public Director.
(b) The Nominating Committee shall have the authority to:
(i) Identify individuals qualified to serve on the Board, consistent with the criteria that the Board require and any composition requirement that the Commission promulgates; and
(ii) Administer a process for the nomination of individuals to the Board.
(c) The Nominating Committee reports to the Board.
(d) The Nominating Committee is active when it is necessary to identify an individual and to administer the process of placing an individual onto the Board.
Rule 204. Ineligibility to Serve on Boards and Committees

No person shall be eligible to serve on the Board, the Regulatory Oversight Committee, any disciplinary committee or arbitration 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;
(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 self-regulatory 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 205. 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.
Rule 206. 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 207. 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;
(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 208. 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;
(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 209. 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 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 210. 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;
(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 211. Conflicts of Interest in Emergencies

Whenever any Emergency Action or other significant action which, in the judgment of the deliberating body, is likely to have a material effect upon the price of any Contract or might otherwise have a material impact on the market for such Contracts is being considered by the Board, any committee which has authority to take action for and in the name of Seed SEF (not including any advisory committee) or any Disciplinary Panel the following procedures shall apply: 

(a) 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 209;
(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.
(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 212. Reporting to the CFTC

If the Board rejects a recommendation or supersedes an action of the Regulatory Oversight Committee, Seed SEF shall provide a written report to the CFTC detailing (i) the recommendation of or action proposed to be taken by such committee; (ii) the rationale for such recommendation or proposed action; (iii) the rationale of the Board for rejecting such recommendation or superseding such action; and (iv) the course of action that the Board decided to take contrary to such recommendation or action. 

Rule 213. 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 Applicable Law or considers such arrangement to be in furtherance of the operation or duties of Seed SEF under Applicable Law.
Rule 214. Dissemination of Transaction Data
(a) Seed SEF shall be entitled, in its sole discretion, to use Orders, bids, offers and other information concerning Transactions, including all information and content displayed or distributed on the Platform or otherwise provided to Seed SEF (collectively, the “Transaction Data”), to develop and compile market data that Seed SEF, or a third- party service provider that Seed SEF may utilize for such purpose (including an Affiliate of Seed SEF), may disseminate to third parties (including through a market data feed) for business purposes without further consent of any Participant or other Person, and Seed SEF shall be entitled to any and all revenue derived therefrom. By its use of Seed SEF, each Participant consents to such use by Seed SEF of Transaction Data. Any such market data disseminated by Seed SEF, or its third-party service provider, shall be disseminated in an anonymous fashion and shall not identify the Participants who provided or entered into such Orders, bids, offers or Transactions.
(b) 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 215. 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 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 215.
Rule 216. Improper Use or Disclosure of Material Non-Public Information

No member of the Board or of any Board committee, no member of any other committee of Seed SEF, no Officer of Seed SEF, no employee of Seed SEF and no consultant to Seed SEF shall: 

(a) 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.