Exhibit C-3

61069873

360 TRADING NETWORKS INC.

REGULATORY OVERSIGHT COMMITTEE

CHARTER

I. Purpose

The Regulatory Oversight Committee (“ROC”) is a committee of the Board of 

Directors (“Board”) of 360 Trading Networks Inc. (“SEF”) established in 

accordance with the Commodity Exchange Act and Commodity Futures Trading 

Commission (“CFTC”) Regulations promulgated thereunder. The ROC is 

responsible for (i) independent oversight of the SEF’s regulatory program (“SEF

Regulatory Program”), including trade practice and market surveillance, (ii) 

assisting the Board in minimizing potential conflicts of interests relating to the

SEF’s self-regulatory obligations, (iii) confirming that the SEF Regulatory 

Program is fair and impartial to SEF participants, and (iv) monitoring the SEF

Regulatory Program for sufficiency, effectiveness, and independence. 

II. Responsibilities and Authority 

Responsibilities

The ROC shall monitor the SEF Regulatory Program for sufficiency, 

effectiveness, and independence.

The ROC shall oversee all facets of the SEF Regulatory Program, including:

• Trade practice and market surveillance; audits, examinations, and other 

regulatory responsibilities with respect to SEF participants (including 

ensuring compliance with, if applicable, financial integrity, financial 

reporting, sales practice, recordkeeping, and other requirements); and the 

conduct of investigations;

• Reviewing the size and allocation of the regulatory budget and resources, 

and the number, hiring, termination, and compensation of regulatory 

personnel;

• Reviewing the performance of the Chief Compliance Officer of the SEF

(“CCO”), and making recommendations with respect to such performance 

to the Board;

• Maintaining minutes and records of its meetings, deliberations and 

analyses, including records of all decisions made by the ROC;

• Recommending changes that would ensure fair, vigorous, and effective 

regulation; and
61069873

2

• Reviewing all regulatory proposals prior to implementation and advising 

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

The ROC shall review such other matters and perform such additional activities, 

within the scope of its responsibilities, as the Board deems necessary or 

appropriate. 

Authority

The ROC shall have the authority, discretion, and necessary resources to:

• Conduct its own inquiries;

• Consult directly with SEF regulatory staff;

• Review all relevant documents;

• Interview employees, officers, and directors of the SEF;

• Otherwise exercise its independent analysis and judgment to fulfill its 

regulatory obligations; and

• Ask members of management or others to attend meetings and provide 

information.

The ROC may delegate its day-to-day authority over self-regulatory functions and 

personnel to the CCO.

III. Membership Composition

The ROC shall have the number or percentage of “public directors” required 

under any relevant CFTC governance rules not later than the applicable 

compliance date of such rules. The members of the ROC shall be appointed in 

accordance with the SEF Bylaws. The Board shall designate the Chairperson of 

the ROC.

Each member of the ROC and its Chairperson shall serve until his or her 

successor is appointed or until the earlier of his or her resignation or removal.

IV. Meetings

The ROC shall meet as often as it may deem necessary and appropriate in its 

judgment, but in no event less than once each quarter.

Each ROC member not subject to a recusal (for reasons including, but not limited 

to, an actual or potential conflict of interest) shall have one vote in all matters 
61069873

3

requiring a vote by the ROC. A majority, but not fewer than two, of the ROC 

members shall constitute a quorum for the transaction of business; provided, that 

in the event that one or more members of the ROC has been recused, the 

remaining member(s) of the ROC shall constitute a quorum. The act of a majority 

of the ROC members not subject to a recusal at any duly constituted meeting, if a 

quorum is present, shall be the act of the ROC. In the event of a tie vote, the vote 

of the Chairperson of the ROC shall decide the matter.

V. Reporting

The ROC Chairperson, or his or her designee, shall make regular reports of the 

ROC’s activities to the Board.

The ROC shall prepare periodic reports for the Board and an annual report 

assessing the effectiveness, sufficiency and independence of the SEF’s selfregulatory program for the Board and the CFTC, which describes the selfregulatory program and sets forth the self-regulatory program’s expenses, 

describes its staffing and structure, catalogues disciplinary actions taken during 

the year, reviews the performance of disciplinary committees and panels, and 

includes any proposals to remedy unresolved regulatory deficiencies.

In the event that the Board rejects any recommendation or supersedes any action 

of the ROC, the SEF shall prepare and submit a report to the CFTC as required by 

CFTC Regulations. 

The ROC shall reassess the adequacy of this Charter no less frequently than 

annually and submit any recommended changes to the full Board for approval.

VI. Publicly Available Information

The SEF shall make this Charter publicly available.