exv10w47







Exhibit 10.47



Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith
omits the information subject to the confidentiality request. Omissions are designated as “***”. A
complete version of this exhibit has been filed separately with the Securities and Exchange
Commission.




Addendum to INTRODUCING BROKER AGREEMENT




Between GAIN Capital Group, LLC and TradeStation Securities, Inc.




Dated April 20, 2005



This Addendum to the Introducing Broker Agreement (“Agreement”) is entered into this 1st
day
of October 2007 and made effective as of the 27th day of June 2007 (the “Effective Date”), by
and between GAIN Capital Group, LLC, a limited liability company formed under the laws of the State
of Delaware (“GAIN”) and TradeStation Securities, Inc., a company incorporated in the State of
Florida
(“TradeStation”).




     WHEREAS, GAIN and TradeStation are parties to an Introducing Broker Agreement dated as
of April 20, 2005 (the “Agreement”);



     WHEREAS, the parties desire to amend the Agreement;



     WHEREAS, pursuant to and as contemplated by the Agreement, (and described therein as the
“Compatibility”), TradeStation and GAIN are now prepared to offer Customers, who have been
introduced or are going to be introduced to GAIN by TradeStation, a forex trading platform that
enables seamless order execution of forex deals with GAIN from the TradeStation Order Bar, Market
Depth Window or Matrix or through the use of certain macros or automation functions offered by the
TradeStation Platform (the “Integrated Offering”);



     WHEREAS, the parties hereby agree Customers who trade *** will become part of the ***; and



     WHEREAS, as part of ***, GAIN has agreed to make available to Customers the ***.



     NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual agreements
contained herein, the parties agree the Agreement is hereby amended as follows:




	1.	 	The parties represent and warrant to one another that the statements are true, accurate and
complete in all material respects, and now constitute part of the Agreement.
	 
	2.	 	GAIN represents and warrants it is making available the Inside Spreads for the Integrated
Offering, and TradeStation confirms that it has agreed it will receive no share in the Inside
Spreads as a fee for introducing Customers to GAIN.
	 
	3.	 	The parties confirm and ratify Tradestation’s fee of $17.00 per 100,000 deal lot per the
Agreement (as previously amended) for the Traditional Retail Offering. The parties further
confirm and agree that Customers trading ***.
	 
	4.	 	Notwithstanding anything in the Agreement to the contrary, GAIN shall, as between GAIN and
TradeStation, have no indemnity obligation or other liability to TradeStation under Section 11 of
the Agreement to the extent any liability to Customers is deemed to have arisen and occurred due to
design errors or bugs in the TradeStation trading platform application relating to the placement of
forex deal orders from the TradeStation Order Bar, Market Depth Window
or Matrix, or design errors or bugs in certain TradeStation macros or automation features.




 









 












	 	 	The
foregoing sentence amends or modifies the provisions of Section 4 and Section 5 of the Agreement
only to the extent regarding the subject matter the sentence addresses herein. Those provisions of
Section 4 and 5 relating to subject matter(s) not addressed in
this amendment shall remain
unaffected and of full force and effect.






	5.	 	The expiration of the term of the Agreement shall now be December 31, 2009. Should TradeStation
elect termination pursuant to Section 14.1 after August 31, 2007 and before December 1, 2009,
TradeStation agrees to a termination fee in the amount of ***.
	 
	6.	 	Except as expressly amended hereby, the Agreement has not
been modified and is of full force and
effect. Capitalized tenns used herein, which are not herein defined,
shall have the respective
meanings ascribed to them in the Agreement.




IN WITNESS WHEREOF, the parties have executed this Addendum by their duly authorized
representatives on the date first written above.




	 	 	 	 	 	 	 	 	 	 	 
	TradeStation Securities, Inc.	 	 	 	GAIN Capital Group, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/
Marc Stone	 	 	 	By:	 	/s/ Christopher Calhoun 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	Print Name: Marc J. Stone	 	 	 	Print Name: Christopher W. Calhoun	 	 
	Title: VP & General Counsel	 	 	 	Title: COO	 	 
	Date: 3/12/08	 	 	 	Date: 3/3/08	 	 






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