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Seed SEF
Chapter 4. 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.
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.
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;
(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 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 pursuant to the CEA, the CFTC Regulations or the Seed SEF Rules as required by CFTC Regulation 1.31.