Exhibit

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 17, 2016, relating to the consolidated financial statements and financial statement schedule of GAIN Capital Holdings, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement of the Company’s 2014 consolidated balance sheet, and 2014 and 2013 consolidated statements of operations and comprehensive income, changes in shareholders’ equity and cash flows to correct a misstatement), and the effectiveness of the Company’s internal control over financial reporting (which report expresses an adverse opinion because of a material weakness), appearing in the Annual Report on Form 10-K/A of the Company for the year ended December 31, 2015.