10.

REGULATORY REQUIREMENTS

Group, LLC, a FCM and RFED subsidiary, is subject to the CFTC Net Capital Rule (Rule 1.17) and NFA Financial Requirements Sections 11 and 12. Under applicable provisions of these rules, Group, LLC is required to maintain adjusted net capital of $20.0 million plus 5.0% of the total payables to customers over $10.0 million. Group, LLC was compliant with CFTC and NFA regulations and required capital levels at June 30, 2011.

GGMI, the Company’s Cayman Island subsidiary, is a registered securities arranger with the Cayman Islands Monetary Authority. GGMI is required to maintain a capital level that is the greater of one quarter of relevant annual expenditure, or $100,000. A licensee must at all times maintain financial resources in excess of its financial resources requirement. GGMI was compliant with CIMA regulations and required capital levels at June 30, 2011.

GCSI is a broker-dealer registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. GCSI is a member of the FINRA, Municipal Securities Rulemaking Board (“MSRB”), and Securities Investor Protection Corporation (“SIPC”). GCSI is required to maintain a minimum net capital balance (as defined) of $0.05 million, pursuant to the SEC’s Uniform Net Capital Rule 15c3-1. GCSI must also maintain a ratio of aggregate indebtedness (as defined) to net capital of not more than 15 to 1. GCSI was compliant with the regulations and required capital levels at June 30, 2011.

GCUK, is a registered full scope BIPRU 730K investment firm, regulated by the U.K. FSA. It is required to maintain the greater of $1.1 million (730k Euros) or the Financial Resources Requirement which is the sum of the firm’s operational, credit, counterparty, and forex risk. GCUK was compliant with U.K. FSA regulations and required capital levels at June 30, 2011.

GC Japan, a registered Type I financial instruments business firm regulated by the Financial Services Agency of Japan in accordance with Financial Instruments and Exchange Law (Law No. 25 of 1948, as amended). It is a member of the Financial Futures Association of Japan. GC Japan is subject to a minimum capital adequacy ratio of 140%. This calculation is derived by dividing Net Capital by the sum of GC Japan’s market risk, counterparty credit risk, and operational risk. GC Japan was compliant with regulations and required capital levels at June 30, 2011.

GAIN Capital Forex.com Australia, Pty Ltd. (“GCAU”) holds an Australian Financial Services License issued by the Australian Securities & Investments Commission (“ASIC”). GCAU is required to maintain a minimum capital requirement of $0.01 million (0.01 million AUD) plus 5% of adjusted liabilities between $1.1 million (1 million AUD) and $106 million (100 million AUD). GCAU was compliant with regulations and required capital levels at June 30, 2011

GCHK is a Type 3 leveraged foreign exchange trading firm registered with the SFC operating as an approved introducing agent. GCHK is subject to the requirements of section 145 of the Securities and Futures Ordinance (Cap.571). Under this rule, GCHK is required to maintain a minimum liquid capital requirement of the higher of $0.39 million or the sum of 1.5% of its aggregate gross foreign currency position and 5% of its adjusted liabilities calculated in accordance with the Securities and Futures (Financial Resources) Rules (Cap.571N). GCHK was compliant with SFC regulations and required capital levels at June 30, 2011.

The following table illustrates the minimum regulatory capital our subsidiaries were required to maintain as of June 30, 2011 and the actual amounts of capital that were maintained (amounts in millions):


Entity Name	Minimum Regulatory Capital Requirements		Capital Levels Maintained		Excess Net Capital
GAIN Capital Group, LLC	$	24.91	$	49.77	$	24.86
GAIN Global Markets, Inc.	$	0.10	$	0.42	$	0.32
GAIN Capital Securities, Inc.	$	0.05	$	0.34	$	0.29
GAIN Capital-Forex.com U.K., Ltd.	$	3.96	$	17.82	$	13.86
Forex.com Japan Co., Ltd.	$	4.31	$	12.08	$	7.77
GAIN Capital Forex.com Australia, Pty. Ltd.	$	0.21	$	0.39	$	0.18
GAIN Capital-Forex.com Hong Kong, Ltd.	$	0.39	$	1.05	$	0.66