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Seed SEF
Chapter 6. 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 and Appendix A Seed SEF will report all transaction and pricing data for Transactions executed on the Platform or pursuant to the Seed SEF Rules as soon as technologically practicable after Execution to a registered Swap Data Repository for public dissemination.
(c) Pursuant to CFTC Regulation § 43.4(f)(2), or any successor regulation thereto, Seed SEF will report the actual notional or principal amount for all Swaps executed on or pursuant to the rules of Seed SEF, including those of any Block Trade, to a registered Swap Data Repository. However, this amount may be rounded or capped by such Swap Data Repository prior to public dissemination.
(d) 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 in 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 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
(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.
(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;
(B) All market participants must provide copies of the underlying previously-negotiated freestanding agreements to Seed SEF on request.
(C) Seed SEF must request from participants the underlying previously-negotiated 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 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 215, as applicable, Seed SEF shall not use for business or marketing purposes any proprietary or confidential data that Seed SEF collects or receives from any Participant for the purposes of fulfilling Seed SEF’s regulatory obligations (“Participant Proprietary Data”), unless the Participant from whom it collects or receives such data consents to Seed SEF’s use of such data in such manner. Seed SEF shall not condition access to Seed SEF or its services on a Participant’s consent to Seed SEF’s use of such data for business or marketing purposes. Where necessary for regulatory purposes, Seed SEF may share Participant Proprietary Data with one or more other swap execution facilities, designated contract markets, or other trading facilities. 

Rule 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.
(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
(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.