Exhibit C-2

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360 TRADING NETWORKS INC.

PARTICIPANT COMMITTEE CHARTER

I. Purpose

The Participant 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 Participant Committee is 

responsible for (i) determining the standards and requirements for initial and 

continuing eligibility of Participants (as that term is defined in the SEF Rulebook

(“Rules”)), (ii) reviewing appeals of staff denials of prospective Participant 

applications, and (iii) approving any provision of the Rules that would result in 

different categories or classes of Participants receiving disparate access to the 

SEF.

II. Responsibilities and Authority

Responsibilities

The Participant Committee shall determine the standards and requirements, 

including financial requirements, for initial and continuing Participant eligibility.

The Participant Committee shall review appeals of SEF staff denials of 

Participant applications. In reviewing such appeals, the Participant Committee

shall not uphold the staff denial if the relevant application demonstrates that the 

applicant meets the standards and requirements that have been established by the 

Participant Committee or by the Board.

The Participant Committee shall approve any provision of the Rules that would 

result in different categories or classes of Participants receiving disparate access. 

The Participant Committee shall not, however, recommend that the Board restrict 

access or impose burdens on access to the facilities of the SEF in a discriminatory 

manner, within each category or class of Participants or between similarly situated 

categories or classes of Participants.

The Participant Committee shall keep minutes and records of its meetings, 

deliberations and analysis including records of all decisions made by the 

Participant Committee.

The Participant Committee shall review such other matters and perform such 

additional activities, within the scope of its responsibilities, as the Board deems 

necessary or appropriate. 
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Authority

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

resources to:

• Conduct its own inquiries;

• Consult directly with staff of the SEF;

• Interview employees, officers and directors of the SEF;

• Review all relevant documents;

• Exercise its independent analysis and judgment to fulfill its regulatory 

obligations; and

• Ask members of management or others to attend the meeting and provide 

information.

III. Membership, Composition, & Organization

The members of the Participant Committee shall be appointed in accordance with 

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

Committee. Each member of the Participant Committee and its Chairperson shall 

serve until his or her successor is appointed or until his or her earlier resignation 

or removal. 

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

member of the Participant Committee, the Participant 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. 

IV. Meetings

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

appropriate in its judgment.

The majority of the Participant Committee members shall constitute a quorum for 

the transaction of business. Each Participant 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 Participant 

Committee. The act of a majority of the Participant Committee members not 

subject to a recusal at any duly constituted meeting, if a quorum is present, shall 

be the act of the Participant Committee. In the event of a tie vote, the vote of the 

Chairperson of the Participant Committee shall decide the matter.
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V. Reporting

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

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

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

of the Participant Committee, the SEF shall prepare and submit a report to the 

CFTC to the extent required by CFTC Regulations. 

The Participant 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.