Exhibit C-1

61068178

360 TRADING NETWORKS INC.

NOMINATING COMMITTEE CHARTER

I. Purpose

The Nominating Committee 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 Nominating Committee is 

responsible for (i) identifying qualified individuals to serve as members of the 

Board (each, a “Director”) or on committees of the Board that are required to be 

established in accordance with CFTC Regulations, consistent with criteria 

established by the Board and CFTC Regulations and (ii) administering the process 

by which individuals are nominated to serve on the Board.

II. Responsibilities and Authority

Responsibilities

The Nominating Committee shall select the Director nominees in accordance with 

criteria approved by the Board, and recommend those nominees to the Board, 

taking into consideration requirements for Directors set forth in the SEF Bylaws,

SEF Rulebook and CFTC Regulations. In the case of a vacancy in the office of a 

Director, the Nominating Committee shall recommend to the Board an individual 

to fill such vacancy. The Nominating Committee shall adhere to the following 

requirements:

• Except in the case of vacancies caused by the death, resignation or 

incapacity of a Director, the Board shall have the number or percentage of 

“public directors” required under any relevant CFTC governance rules

(each, a “Public Director”) not later than the applicable compliance date 

of such rules.

• Directors shall be of sufficiently good repute and possess the ability to 

contribute to the effective oversight and management of the SEF, taking 

into account the needs of the SEF and such factors as the individual’s 

experience, perspective, skills and knowledge of the industry in which the 

SEF operates.

The Nominating Committee shall identify the Directors qualified to fill vacancies 

on any committee of the Board (other than the Nominating Committee) and 

recommend that the Board appoint the identified Director or Directors to the 

respective committee. In nominating a candidate for committee membership, the 

Nominating Committee shall take into consideration the factors set forth in the 

charter of that committee and requirements under applicable law, including CFTC 

Regulations, as well as any other factors it deems appropriate, including without 
61068178 2

limitation the individual’s experience, perspective, skills, knowledge and that of 

other committee members.

The Nominating Committee shall monitor and assess the Board’s independence, 

which includes developing and recommending to the Board standards to be 

applied in making determinations as to the absence of material relationships 

between the SEF and a Director.

The Nominating Committee 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 Nominating Committee will have the authority, discretion, and necessary

resources, with written notice to the Board, to:

• Conduct its own inquiries;

• Interview candidates for Board or committee positions;

• Interview employees, officers and Directors of the SEF;

• Review all relevant documents; and

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

information.

III. Membership & Organization

The members of the Nominating Committee shall be appointed in accordance 

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

Nominating Committee. Each member of the Nominating Committee and its 

Chairperson shall serve until his or her successor is appointed or until his or her 

earlier resignation or removal. 

The Nominating Committee 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. If required by such rules, the

Chairperson of the Nominating Committee must also qualify as a Public Director.

IV. Meetings

The Nominating Committee shall meet as often as it may deem necessary and 

appropriate in its judgment. In addition, should the departure of a Director cause 

the composition of the Board (or of a committee thereof) to no longer comply 
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with applicable CFTC Regulations, the Nominating Committee shall convene as 

soon as practicable in order to identify suitable candidates to recommend to the 

Board to fill such vacancy.

The majority of the Nominating Committee members shall constitute a quorum 

for the transaction of business. Each Nominating Committee 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 requiring a vote of the 

Nominating Committee. The act of a majority of the Nominating Committee 

members not subject to a recusal at any duly constituted meeting, if a quorum is 

present, shall be the act of the Nominating Committee. In the event of a tie vote, 

the vote of the Chairperson of the Nominating Committee shall decide the matter.

V. Reporting

The Chairperson of the Nominating Committee, or his or her designee, will make 

regular reports of the Nominating Committee’s activities to the Board.

The Nominating Committee shall reassess the adequacy of this Charter no less 

frequently than annually and submit any recommended changes to the Board for 

approval.

VI. Publicly Available Information

The SEF shall make this Charter publicly available.