SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

FX ALLIANCE INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

361202104

(CUSIP Number)

Deirdre Stanley

Executive Vice President and General Counsel

Thomson Reuters Corporation

3 Times Square

New York, NY 10036

(646) 223-4000

Copies to:

David N. Shine, Esq.

Tiffany Pollard, Esq.

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004-1980

(212)  859-8000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 18, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.   361202104						Page 2 of 14 Pages
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Thomson Reuters Corporation 98-0176673
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Ontario, Canada
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 9,252,943
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 9,252,943
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,252,943
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 32.5%
	14	Type of Reporting Person CO

2

CUSIP No.   361202104						Page 3 of 14 Pages
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) Thomcorp Holdings Inc. 74-2050427
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 9,252,943
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 9,252,943
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,252,943
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 32.5%
	14	Type of Reporting Person CO

3

CUSIP No.   361202104						Page 4 of 14 Pages
	1	Name of Reporting Person I.R.S. Identification No. of Above Person (Entities Only) CB Transaction Corp. 45-5598902
	2	Check the Appropriate Box if a Member of a Group
		(a)			o
		(b)			x
	3	SEC Use Only
	4	Source of Funds WC
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 0
			8	Shared Voting Power 9,252,943
			9	Sole Dispositive Power 0
			10	Shared Dispositive Power 9,252,943
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 9,252,943
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shareso
	13	Percent of Class Represented by Amount in Row (11) 32.5%
	14	Type of Reporting Person CO

4

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ITEM 1. SECURITY AND ISSUER

This Schedule 13D relates to the common stock, par value $0.0001 per share (each, a “Share”, and collectively, the “Shares” or the “FX Common Stock”), of FX Alliance Inc., a Delaware corporation (“FX”).  The principal executive offices of FX are located at 909 Third Avenue, 10th Floor, New York, New York 10022.

ITEM 2. IDENTITY AND BACKGROUND

(a)-(c), (f):  This Schedule 13D is being filed jointly on behalf of (1) Thomson Reuters Corporation, an Ontario, Canada corporation (“Thomson Reuters”), (2) Thomcorp Holdings Inc., a Delaware corporation and an indirect, wholly-owned subsidiary of Thomson Reuters (“Thomcorp”) and (3) CB Transaction Corp., a Delaware corporation and a direct, wholly-owned subsidiary of Thomcorp (“Purchaser”), pursuant to a joint filing agreement attached hereto as Exhibit 7.01.  Thomson Reuters is the leading source of intelligent information for the world’s business and professionals, providing customers with competitive advantage.

Since its formation, Thomcorp has been a United States holding company for certain businesses of Thomson Reuters.  Thomcorp is an indirect and wholly-owned subsidiary of Thomson Reuters.

Purchaser is a wholly-owned subsidiary of Thomcorp, formed for the sole purpose of engaging in the transactions contemplated by the Merger Agreement (as defined below).

The address of the principal executive offices of Thomson Reuters and Purchaser is 3 Times Square, New York, NY 10036.  The address of the principal executive offices of Thomcorp is Metro Center, One Station Place, Stamford, CT 06902. The name, business address, citizenship and present principal occupation of each executive officer and director of Thomson Reuters, Thomcorp and Purchaser are set forth in Annex I, Annex II and Annex III to this Schedule 13D, respectively, which are incorporated herein by reference.

(d)-(e):  During the five years prior to the date hereof, none of Thomson Reuters, Thomcorp or Purchaser or, to the best knowledge of Thomson Reuters, Thomcorp and  Purchaser, any person listed on Annex I, Annex II and Annex III to this Schedule 13D, respectively, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

FX, Thomcorp, Purchaser and Thomson Reuters (solely with respect to Section 9.13) have entered into a definitive Agreement and Plan of Merger, dated as of July 8, 2012 (as it may be amended from time to time, the “Merger Agreement”).  Subject to the terms and conditions thereof, Thomcorp will cause Purchaser to commence a tender offer (as it may be amended from time to time, the “Offer”) to purchase all of the issued and outstanding Shares at a price per Share of $22.00 net to the seller in cash, without interest and less and applicable withholding taxes (such amount, or any higher amount per Share paid pursuant to the Offer in accordance with the Merger Agreement, the “Offer Price”).  As soon as reasonably practicable following the consummation of the proposed Offer and satisfaction or waiver of certain conditions set forth in the Merger Agreement, Purchaser will merge with and into FX (the “Merger”) and FX will become a wholly-owned subsidiary of Thomcorp (the “Surviving Company”).

Concurrently with the execution of the Merger Agreement, and in consideration thereof, TCV VI,

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L.P., TCV Member Fund, L.P., Philip Z. Weisberg, in his individual capacity and in his capacity as the sole trustee of Philip Z. Weisberg 2012 Grantor Retained Annuity Trust, and John W. Cooley (collectively, the “Stockholders”) entered into Tender and Support Agreements, each dated as of July 8, 2012, with Thomcorp and Purchaser (the “Tender and Support Agreements”).

For descriptions of the Merger Agreement and Tender and Support Agreements, see Item 4 below, which descriptions are incorporated herein by reference in response to this Item 3.  Such descriptions do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 7.02, and the Tender and Support Agreements, copies of which are attached hereto as Exhibits 7.03, 7.04 and 7.05, and which are incorporated herein by reference.  This Schedule 13D does not purport to amend, qualify, or in any way modify the Merger Agreement and the Tender and Support Agreements.

ITEM 4. PURPOSE OF TRANSACTION

The information set forth and/or incorporated by reference in Items 2 and 3 is hereby incorporated by reference into this Item 4.  As stated above, the Tender and Support Agreements were entered into as an inducement for, and in consideration of, Thomcorp and Purchaser entering into the Merger Agreement.

Merger Agreement

Upon the purchase of Shares pursuant to the proposed Offer, the Merger Agreement provides that Purchaser will be entitled to designate the number of directors, rounded up to the next whole number, to the FX Board of Directors (the “FX Board”) that is in the same proportion as the Shares beneficially owned by Thomcorp and Purchaser to the total number of Shares outstanding. Purchaser currently intends, promptly after consummation of the Offer, to exercise this right and to designate new directors of FX from among (and possibly including all of) the following potential designees: Timothy Collier, Priscilla C. Hughes, Marc Mehlman, David Shaw, Federico Ortiz and Christopher M. Volpe. Each potential designee is a director, officer or employee of Thomson Reuters or its subsidiaries. Thomson Reuters, Thomcorp and Purchaser would expect that such representation on the FX Board would permit Thomson Reuters, Thomcorp and Purchaser to exert substantial influence over FX’s conduct of its business and operations. Purchaser currently intends, as soon as practicable after consummation of the proposed Offer, to consummate the Merger pursuant to the Merger Agreement.  Purchaser’s directors immediately prior to the effective time of the Merger will be the initial directors of the Surviving Company.

The Merger Agreement provides that prior to the closing of the Merger (the “Closing Date”), FX will cooperate with Thomcorp and use reasonable best efforts to take, or cause to be taken, all actions, and do all things, reasonably necessary, proper or advisable on its part under applicable laws (including the rules and regulations of the New York Stock Exchange) to cause the delisting of FX Common Stock from the NYSE and the deregistration of FX Common Stock under the Securities Exchange Act of 1934, as amended, as promptly as practicable after the effective time of the Merger.

At the effective time of the Merger  and as a result of the Merger, (1) each share of Purchaser capital stock will be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Company and (2) each Share issued and outstanding immediately prior to the effective time of the Merger (other than (a) Shares directly owned by Thomcorp or any of its subsidiaries (including Purchaser) or Shares held by FX or any of its subsidiaries as treasury shares immediately prior to the effective time of the Merger, which will be canceled without the payment of any consideration, and (b) Shares outstanding immediately prior to the effective time of the Merger held by a stockholder who is entitled to demand, and who properly demands, appraisal for such Shares in compliance with Section 262 of the General Corporation Law of the State of Delaware) will be canceled and converted into the right to receive an amount in cash equal to the price per Share

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paid pursuant to the Offer, without interest thereon and less and applicable withholding taxes (the “Merger Consideration’).  At the effective time of the Merger (or, if the initial acceptance for payment by Purchaser of the Shares validly tendered pursuant to the Offer occurs on or prior to December 31, 2012 and the effective time of the Merger would occur after December 31, 2012, then no later than December 31, 2012), each stock option to acquire FX Common Stock granted under the 2006 Stock Option Plan and the 2012 Incentive Compensation Plan (each, a “FX Stock Option”) that is outstanding and unexercised, whether or not vested, will be cancelled in exchange for the right to receive a lump sum cash payment equal to the product of (1) the excess, if any, of (a) the Merger Consideration over (b) the exercise price per Share for such FX Stock Option and (2) the total number of shares underlying such FX Stock Option, less any applicable taxes required to be withheld with respect to such payment.  If the exercise price per Share for any FX Stock Option is equal to or greater than the Merger Consideration, such FX Stock Option will be cancelled without payment of consideration.  Each unvested award of restricted Shares of FX Common Stock will become fully vested and all restrictions applicable thereto will lapse effective upon the initial acceptance for payment by Purchaser of the Shares validly tendered pursuant to the Offer.  FX will take all actions necessary to effect such transactions contemplated by the Merger Agreement under the 2006 Stock Option Plan and the 2012 Incentive Compensation Plan and any other plan or arrangement of FX, including delivering all notices and making any determinations and/or resolutions of the FX Board or a committee thereof.

At the effective time of the Merger, the certificate of incorporation of the Surviving Company will be amended in its entirety as set forth in Annex II to the Merger Agreement, and as so amended and restated shall be the certificate of incorporation of the Surviving Company until thereafter amended as provided under the General Corporation Law of the State of Delaware.

Tender and Support Agreement

Concurrently with the execution of the Merger Agreement, and in consideration thereof, the Stockholders entered into the Tender and Support Agreements with Thomcorp and Purchaser, whereby each of the Stockholders agreed, subject to the terms and conditions set forth therein, among other things, (1) to use reasonable best efforts to tender all of its Shares (the “Covered Securities”) in the Offer (and not withdraw the tendered Covered Securities), (2) to appear at any meeting of FX’s stockholders and vote (a) if required by applicable law, in favor of the adoption of the Merger Agreement, (b) against approval of any proposal made in opposition to, or in competition with, the transactions contemplated by the Merger Agreement and (c) against any other action or agreement that would reasonably be expected to compete with, impede, interfere with or postpone the consummation of the Offer or the Merger, (3) not to (a) directly or indirectly, transfer any of its Covered Securities, (b) grant any proxies or powers of attorney with respect to any of its Covered Securities, deposit any of its Covered Securities into a voting trust or enter into a voting agreement with respect to any of the Covered Securities, or (c) cause any of its Covered Securities to be, or become subject to, any liens or encumbrances of any kind or character whatsoever, other than those arising under the securities laws, FX’s certificate of incorporation or bylaws, or the Lock-Up Agreements (as defined below), subject to certain exceptions.

Pursuant to the terms of the Tender and Support Agreements, the obligations of the Stockholders set forth in clauses (1) and (3) of the preceeding paragraph are not binding on the parties until (1) the expiration of the Lock-Up Period (as defined in letter agreements, by and between each Stockholder, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Lock-Up Agreements”)) or (2) the effectiveness of a waiver (the “Lock-Up Waiver”) to the Lock-Up Agreement expressly permitting the Stockholder to take the actions contemplated by the Tender and Support Agreements.  The counterparties to the Lock-Up Agreements have indicated their intention to release from escrow executed Lock-Up Waivers promptly after July 26, 2012, which is the date that is 15 days after the issuance of a research report concerning FX (the date after which the release of such lock-up by the counterparties to the Lock-Up Agreements is permitted under the provisions of NASD Rule 2711(f)(4)).

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Page 8 of 14 Pages

The Tender and Support Agreements will terminate upon the earlier of (1) October 8, 2012 (or such later date to which the Offer may be extended pursuant to the terms of the Merger Agreement) (the “Outside Date”), (2) the termination of the Merger Agreement, (3) the date the FX Board or any committee thereof effects an Company Board Recommendation Change (as defined in the Merger Agreement), (4) the date on which FX pays Thomcorp, Purchaser or their designee the Termination Fee (as defined in the Merger Agreement), (5) the entry without the prior written consent of the Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of FX’s rights under the Merger Agreement, in each case, that (a) adversely affects, or is reasonably likely to adversely affect, the Stockholder relative to other stockholders of FX, or (b) results in (i) a decrease in the Offer Price or Merger Consideration, (ii) a change in the form of consideration to be paid in the Offer or in the form of Merger Consideration or (iii) a postponement or extension of the Outside Date (except as permitted under the Merger Agreement), (6) the enactment or issuance of any final and non-appealable law or the taking of any other final and non-appealable action by any governmental authority enjoining or otherwise prohibiting the transactions contemplated by the Tender and Support Agreements or by the Merger Agreement, (7) subject to compliance by the applicable Stockholder with the restrictions on transfer contained in the Lock-Up Agreements and the Tender and Support Agreements, the date on which the Stockholder ceases to own any Covered Securities and (8) the termination or withdrawal of the Offer prior to the occurrence of the initial acceptance for payment by Purchaser of the Shares validly tendered pursuant to the Offer.

Collectively, the Stockholders party to the Tender and Support Agreements have ownership of an aggregate of 9,252,943 Shares, or approximately 32.5% of the Shares outstanding, of which up to 30,000 Shares may be donated to charity prior to the commencement of the Offer and will not be deemed Covered Securities.

Except as set forth in this Item 4, none of Thomson Reuters, Thomcorp or Purchaser or, to the knowledge of Thomson Reuters, Thomcorp or Purchaser, any of the individuals referred to in Annex I, Annex II and Annex III, to this Schedule 13D, respectively, has any plans or proposals which relate to or would result in any of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D.

The foregoing summaries of certain provisions of the Merger Agreement and the Tender and Support Agreements do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 7.02, and the Tender and Support Agreements, copies of which are attached hereto as Exhibits 7.03, 7.04 and 7.05, and which are incorporated herein by reference in their entirety.  This Schedule 13D does not purport to amend, qualify, or in any way modify the Merger Agreement and the Tender and Support Agreements.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)-(b)   Pursuant to the Tender and Support Agreements, Thomson Reuters and Purchaser may be deemed to have (1) shared beneficial ownership of Shares, (2) shared power to vote or direct the vote of 9,252,943 Shares, or approximately thirty two and one half percent (32.5%) of the Shares deemed to be outstanding pursuant to Rule 13d-3 of the Act, subject to the terms and conditions of the Tender and Support Agreements, and (3) shared power to dispose or direct the disposition of  9,252,943 Shares, or approximately thirty two and one half percent (32.5%) of the Shares deemed to be outstanding pursuant to Rule 13d-3 of the Act, subject to the terms and conditions of the Tender and Support Agreements.  Such percentage is based on the 28,443,941 shares of FX Common Stock outstanding (including 24,061 restricted Shares) as of June 30, 2012, as represented by FX in the Merger Agreement.  Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by Thomson Reuters, Thomcorp and Purchaser that they are the beneficial owner of any of the Shares referred to herein for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

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Apart from the terms and conditions set forth in the Tender and Support Agreements, Thomson Reuters, Thomcorp and Purchaser are not entitled to any rights of a stockholder of FX.  Thomson Reuters does not, other than as specified in the Tender and Support Agreements, have (1) sole or shared power to vote or direct the vote or (2) sole or shared power to dispose or direct the disposition of, Shares.

(c)  Except as set forth or incorporated herein, none of Thomson Reuters, Thomcorp or Purchaser or, to the knowledge of Thomson Reuters, Thomcorp or Purchaser, any of the individuals referred to in Annex I, Annex II and Annex III to this Schedule 13D, respectively, have effected any transaction in the Shares during the past 60 days.

(d)  Not applicable.

(e)  Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Other than the Merger Agreement and the Tender and Support Agreements, to the knowledge of Thomson Reuters, Thomcorp and Purchaser, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Annex I, Annex II and Annex III to this Schedule 13D, respectively, or between such persons and any other person with respect to the securities of FX, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

7.01	Joint Filing Agreement, dated as of July 18, 2012, by and among Thomson Reuters, Thomcorp and Purchaser.
7.02	Agreement and Plan of Merger, dated as of July 8, 2012, by and among Thomcorp, Purchaser, Thomson Reuters (solely with respect to Section 9.13) and FX (incorporated by reference to Exhibit 2.1 to FX’s Current Report on Form 8-K, File No. 1-35423, filed with the SEC on July 11, 2012).
7.03	Tender and Support Agreement, dated as of July 8, 2012, by and among Thomcorp, Purchaser, TCV VI, L.P. and TCV Member Fund, L.P.
7.04	Tender and Support Agreement, dated as of July 8, 2012, by and among Thomcorp, Purchaser and John W. Cooley.
7.05	Tender and Support Agreement, dated as of July 8, 2012, by and among Thomcorp, Purchaser and Philip Z. Weisberg, in his individual capacity and in his capacity as the sole trustee of Philip Z. Weisberg 2012 Grantor Retained Annuity Trust.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  July 18, 2012	THOMSON REUTERS CORPORATION
	By:	/s/ Marc E. Gold
	Name:	Marc E. Gold
	Title:	Assistant Secretary
Date:  July 18, 2012	THOMCORP HOLDINGS INC.
	By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	Vice President and Assistant Secretary
Date:  July 18, 2012	CB TRANSACTION CORP.
	By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	Vice President and Secretary

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ANNEX I

EXECUTIVE OFFICERS AND DIRECTORS OF THOMSON REUTERS CORPORATION

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of Thomson Reuters Corporation is set forth below.

NAME (CITIZENSHIP)	BUSINESS ADDRESS	PRINCIPAL OCCUPATION
James C. Smith (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	President and Chief Executive Officer and Director, Thomson Reuters Corporation
Stephen J. Adler (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Editor-in-Chief, Reuters News & Executive Vice President, News, Thomson Reuters Corporation
Stephane Bello (United States of America and Italy)	Thomson Reuters, 3 Times Square, New York, New York 10036	Executive Vice President & Chief Financial Officer, Thomson Reuters Corporation
David W. Craig (United Kingdom)	Thomson Reuters, 30 South Colonnade, London E14 5EP, United Kingdom	President, Financial & Risk, Thomson Reuters Corporation
Chris Kibarian (United States of America)	Thomson Reuters, 77 Hatton Garden, London EC1N8JS, United Kingdom	President, Intellectual Property & Science, Thomson Reuters Corporation
Brian Peccarelli (United States of America)	Thomson Reuters, 2395 Midway Road, Carrollton, Texas 75006	President, Tax & Accounting, Thomson Reuters Corporation
James T. Powell (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Executive Vice President & Chief Technology Officer, Thomson Reuters Corporation
Shanker Ramamurthy (United States of America and Australia)	Thomson Reuters, 3 Times Square, New York, New York 10036	President, Global Growth & Operations, Thomson Reuters Corporation
Deirdre Stanley (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Executive Vice President & General Counsel, Thomson Reuters Corporation
Mike Suchsland (United States of America)	Thomson Reuters, 610 Opperman Drive, Eagan, Minnesota 55123	President, Legal, Thomson Reuters Corporation
Peter Warwick (United States of America and United Kingdom)	Thomson Reuters, 3 Times Square, New York, New York 10036	Executive Vice President & Chief People Officer, Thomson Reuters Corporation
David Thomson (Canada)	The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario M5H 2M8, Canada	Chairman, Woodbridge

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NAME (CITIZENSHIP)	BUSINESS ADDRESS	PRINCIPAL OCCUPATION
W. Geoffrey Beattie (Canada)	The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario M5H 2M8, Canada	President, Woodbridge
Manvinder S. Banga (India)	Clayton, Dubilier & Rice, LLP, Cleveland House, 33 King Street, London SW1Y 6RJ , United Kingdom	Operating Partner, Clayton, Dubilier & Rice, LLC
Mary Cirillo (United States of America)	Hudson Ventures Partners, 535 Fifth Avenue, 14th Floor, New York, New York 10017	Corporate director
Steven A. Denning (United States of America)	General Atlantic LLC, 3 Pickwick Plaza, Greenwich, Connecticut 06830	Chairman, General Atlantic LLC
Lawton W. Fitt (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Corporate director
Roger L. Martin (Canada)	University of Toronto, 105 St. George Street, Toronto, Ontario M5S 3E6, Canada	Dean, Joseph L. Rotman School of Management at the University of Toronto
Sir Deryck Maughan (United Kingdom)	Kohlberg Kravis Roberts & Co., 9 West 57th Street, New York, New York, 10019	Partner, Kohlberg Kravis Roberts & Co.
Ken Olisa (United Kingdom)	Restoration Partners, Linen Hall, Suite 321, 162-168 Regent Street, London W1B 5TD, United Kingdom	Chairman, Restoration Partners
Vance K. Opperman (United States of America)	Key Investment, Inc., 225 South Sixth Street, #5200, Minneapolis, Minnesota 55402	President and Chief Executive Officer, Key Investment, Inc.
John M. Thompson (Canada)	Thomson Reuters, 333 Bay Street, Suite 400, Toronto, Ontario M5H 2R2, Canada	Corporate director
Peter J. Thomson (Canada)	The Woodbridge Company Limited, 65 Queen Street West, Suite 2400, Toronto, Ontario M5H 2M8, Canada	Chairman, Woodbridge
Wulf von Schimmelmann (Germany and Switzerland)	Fliederstrasse 1a, D-82377 Penzberg, Germany	Corporate director

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ANNEX II

EXECUTIVE OFFICERS AND DIRECTORS OF THOMCORP HOLDINGS INC.

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of Thomcorp Holdings Inc. is set forth below.

NAME (CITIZENSHIP)	BUSINESS ADDRESS	PRINCIPAL OCCUPATION
Alden Y. Sonander Jr. (United States of America)	Thomson Reuters, One Station Place, Stamford, Connecticut 06902	Vice President and Global Head of Tax Strategy, Thomson Reuters
Kevan Parekh (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Treasurer, Thomson Reuters
Marc E. Gold (United States of America)	Thomson Reuters, One Station Place, Stamford, Connecticut 06902	Senior Vice President and Associate General Counsel, Corporate & Securities, Thomson Reuters
Leslie Ilaw (United States of America)	Thomson Reuters, One Station Place, Stamford, Connecticut 06902	Vice President and Head of Tax for U.S. and LatAm, Thomson Reuters
Linda J. Walker (United States of America)	Thomson Reuters, One Station Place, Stamford, Connecticut 06902	Senior Vice President, Controller and Chief Accounting Officer, Thomson Reuters

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ANNEX III

EXECUTIVE OFFICERS AND DIRECTORS OF CB TRANSACTION CORP.

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the executive officers and directors of CB Transaction Corp. is set forth below.

NAME (CITIZENSHIP)	BUSINESS ADDRESS	PRINCIPAL OCCUPATION
Timothy G. Collier (United Kingdom)	Thomson Reuters, 3 Times Square, New York, New York 10036	Chief Financial Officer, Financial & Risk, Thomson Reuters
Priscilla C. Hughes (United States of America)	Thomson Reuters, 3 Times Square, New York, New York 10036	Senior Vice President, General Counsel, Americas and Chief Counsel, M&A, Financial & Risk, Thomson Reuters

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EX-99.7.01

Exhibit 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the capital stock of FX Alliance Inc.

Date:  July 18, 2012	THOMSON REUTERS CORPORATION
	By:	/s/ Marc E. Gold
	Name:	Marc E. Gold
	Title:	Assistant Secretary
Date:  July 18, 2012	THOMCORP HOLDINGS INC.
	By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	Vice President and Assistant Secretary
Date:  July 18, 2012	CB TRANSACTION CORP.
	By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	Vice President and Secretary

EX-99.7.03

Exhibit 7.03

EXECUTION VERSION

TENDER AND SUPPORT AGREEMENT

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 8, 2012, is by and among Thomcorp Holdings Inc., a Delaware corporation (“Parent”), CB Transaction Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and each of (i) TCV VI, L.P., a Delaware Limited Partnership, and (ii) TCV Member Fund, L.P., a Cayman Islands exempted limited partnership (each, a “Stockholder” and collectively, the “Stockholders”).

WHEREAS, Parent, Merger Sub, FX Alliance Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 9.13 therein, Thomson Reuters Corporation, a corporation under the Laws of the Province of Ontario, Canada, propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, the “Merger Agreement”), which provides, among other things, for Merger Sub (i) to commence a tender offer (the “Offer”) for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Common Stock”) at a price per share of $22.00 net to the seller in cash, without interest (such amount to be paid per share, as it may be amended from time to time in accordance with the terms of the Merger Agreement (but subject to Article V), the “Offer Price”), other than shares of Common Stock directly owned by Parent or Merger Sub or held by the Company as treasury shares and (ii) to merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement);

WHEREAS, the Stockholders, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, the Stockholders are the beneficial owner of 7,956,247 shares of Common Stock in the aggregate as of the date of this Agreement (subject to Section 6.5, such shares of Common Stock, together with any and all other outstanding shares of capital stock of the Company beneficial ownership of which is acquired by the Stockholders after the execution and delivery of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article V, including any outstanding shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Covered Securities”); and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, Parent and Merger Sub have requested the Stockholders to, and the Stockholders (in the Stockholders’ capacity as beneficial holders of the Covered Securities) have agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

TENDER OF THE COVERED SECURITIES

Section 1.1Tender of the Covered Securities.  This Section 1.1 shall have no force or effect and shall not be binding on the parties until the earlier of (i) the expiration of the Lock-Up Period (as defined in the letter agreement, dated January 22, 2012, by the Stockholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Lock-Up Agreement”)) in accordance with the Lock-Up Agreement or (ii) the effectiveness of a waiver of or amendment (the “Lock-Up Waiver”) to the Lock-Up Agreement expressly permitting the Stockholders to take the actions contemplated by this Agreement (such earlier date, the “Effective Date”). From and after the Effective Date, the Stockholders agree to (i) tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer, (ii) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Article V hereof (the “Termination Date”)) and (iii) use reasonable best efforts to take all actions (or to cause all actions to be taken by its affiliates) necessary to effectuate the foregoing. Merger Sub shall pay the Stockholders for Covered Securities (and any other shares of Common Stock) tendered into the Offer on the Acceptance Time in accordance with the Merger Agreement. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require any Stockholder or any of its partners, officers, employees or affiliates to exercise any stock option or other equity award or require any Stockholder to purchase any shares of Common Stock. If the Offer is terminated or withdrawn by Parent or Merger Sub, or the Merger Agreement is terminated prior to the purchase of the Covered Securities tendered in the Offer, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Merger Sub to return, as soon as practicable (and in any event in accordance with applicable law), all tendered Covered Securities to the applicable Stockholder.

ARTICLE II

VOTING; RESTRICTIONS ON COVERED SECURITIES

Section 2.1Voting.  From and after the date hereof until the earlier of (i) the Acceptance Time and (ii) the termination of this Agreement in accordance with its terms, each Stockholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any written consent of the Company’s stockholders, such Stockholder will (a) appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat (including by proxy) for purposes of calculating a quorum and (b) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Covered Securities beneficially owned by such Stockholder and entitled to vote thereat as of the relevant time, as follows (in each case, to the extent such matter is submitted to a vote or written consent of the Company’s stockholders):

(i)in favor of the adoption of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement, and the Merger, to the extent contemplated thereby;

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(ii)against approval of any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger and the transactions contemplated by the Merger Agreement; and

(iii)against any other action, agreement, proposal or transaction that would reasonably be expected to compete with, impede, interfere with, delay or postpone or inhibit the consummation of the Offer or the Merger in accordance with the Merger Agreement, including, without limitation: (i) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement, who are nominated for election by a majority of the board of directors of the Company, or as otherwise provided in the Merger Agreement; or (ii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except as may be contemplated by the Merger Agreement or as may be approved in writing by Parent.

Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of any Stockholder to vote any shares of Common Stock in favor of, or against, or to abstain from voting with respect to, any matter presented to the Company’s stockholders, in its sole discretion.

Section 2.2Restrictions on Transfer.  This Section 2.2 shall have no force or effect and shall not be binding on the parties until the Effective Date. Except as contemplated by this Agreement, each Stockholder hereby agrees that, from the Effective Date until the Termination Date, such Stockholder shall not (i) directly or indirectly, sell, transfer, tender in any tender or exchange offer (other than the Offer), assign, pledge, hypothecate, gift, place in trust or otherwise dispose of or limit its right, title or interest or right to vote in any manner any of the Covered Securities (each, a “Transfer”), or agree in writing to conduct a Transfer, (ii) grant any proxies or powers of attorney with respect to any of the Covered Securities, deposit any of the Covered Securities into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Covered Securities, in each case, in contravention of the obligations of the Stockholders under this Agreement or (iii) cause any of the Covered Securities to be, or become subject to, any liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, other than those arising under the securities laws or under the Company’s governance documents or the Lock-Up Agreement (collectively, “Liens”), in each case, other than (a) any Transfer to any Stockholder’s Affiliates; provided, however, that prior to and as a condition to the effectiveness of any Transfer, (x) each proposed transferee agrees to be bound in writing by this Agreement, and (y) this Agreement shall be the legal, valid and binding agreement of such proposed transferee, enforceable against such person in accordance with its terms or (b) as Parent and Merger Sub may otherwise agree in writing.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STOCKHOLDERS

Section 3.1Representations and Warranties.  Each Stockholder represents and warrants to Parent and Merger Sub as follows: (i) such Stockholder has all necessary organizational power to execute and deliver this Agreement and to perform such Stockholder’s

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obligations hereunder and has the power to vote and the power to dispose of the Covered Securities with no restriction on its voting rights or rights of disposition pertaining thereto, except as set forth in this Agreement, the Lock-Up Agreement or that may exist pursuant to the securities Laws, (ii) this Agreement has been duly executed and delivered by such Stockholder and the execution, delivery and performance of this Agreement by such Stockholder have been duly authorized by all necessary organizational action on the part of such Stockholder and no other actions or proceedings on the part of such Stockholder are necessary to authorize this Agreement or such Stockholder’s performance hereunder, (iii) assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (iv) such Stockholder is the beneficial owner of 7,893,955 shares of Company Common Stock, in the case of TCV VI, L.P., and 62,292 shares of Company Common Stock, in the case of TCV Member Fund, L.P., in each case, free and clear of all Liens as of the date hereof except as set forth in the Lock-Up Agreement, (v) assuming any notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by Parent are Merger Sub are obtained or made, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require such Stockholder to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon such Stockholder, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on such Stockholder’s ability to satisfy its obligations under this Agreement and (vi) assuming the Lock-Up Agreement constitutes the valid and binding agreement of the other parties thereto, the Lock-Up Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

Section 3.2Covenants.  From and after the execution and delivery of this Agreement until the Termination Date, each Stockholder hereby: (i) agrees to promptly after the public announcement of the Merger Agreement request the Lock-Up Waiver from the counterparties to the Lock-Up Agreement (ii) agrees to (a) use its reasonable best efforts to obtain the Lock-Up Waiver promptly after the public announcement of the Merger Agreement (subject to Section 6.1), (b) keep Parent informed of any material communication received from or given to the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver and (c) use its reasonable best efforts to give Parent the opportunity to participate in any discussions with the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver; (iii) agrees not to exercise any rights of appraisal or rights of dissent from the Merger that such Stockholder may have with respect to the Covered Securities; (iv) agrees to permit Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement, such Stockholder’s identity and ownership of Company Common Stock and the nature of such Stockholder’s commitments, arrangements and understandings under this Agreement and (v) agrees not to commence or participate in, and agrees to take all actions necessary to opt out of

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any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated thereby.  In addition, each Stockholder agrees that prior to the Termination Date it shall not take any of the actions described in Section 5.2(b) of the Merger Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1Representations and Warranties of Parent and Merger Sub.  Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholders as follows: (i) Parent and Merger Sub have all necessary corporate power to execute and deliver this Agreement and to perform their respective obligations hereunder, (ii) this Agreement has been duly executed and delivered by Parent and Merger Sub, and the execution, delivery and performance of this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or Parent’s or Merger Sub’s performance hereunder, (iii) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Parent or Merger Sub to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon Parent or Merger Sub, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent or Merger Sub’s ability to satisfy their respective obligations under this Agreement, and (iv) assuming this Agreement constitutes a valid and binding agreement of the Stockholders, this Agreement constitutes a valid and binding agreement of Merger Sub and Parent, enforceable against Merger Sub and Parent in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

ARTICLE V

TERMINATION

This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (i) the Outside Date (as may be extended in accordance with the Merger Agreement as in effect on the date hereof), (ii) the date of termination of the Merger Agreement in accordance with its terms, (iii) the date the Company Board or any committee thereof effects a Company Board Recommendation Change, (iv) the date on which the Company pays Parent, Merger Sub or their designee the Termination Fee, (v) the entry without the prior written consent of each of the Stockholders into any amendment or modification to the Merger Agreement or any waiver of any of the Company’s rights under the Merger Agreement, in each case, that (a) adversely affects, or is reasonably likely to adversely affect, any Stockholder relative to other stockholders of the Company, or (b) results in (1) a decrease in the Offer Price or Merger Consideration (each as defined in the Merger Agreement on the date hereof), (2) a change in the form of

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consideration to be paid in the Offer or in the form of Merger Consideration or (3) a postponement or extension of the Outside Date (except pursuant to and in accordance with Section 8.1(b) of the Merger Agreement as in effect on the date hereof), (vi) the enactment or issuance of any final and non-appealable Law or the taking of any other final and non-appealable action by any Governmental Authority of competent jurisdiction enjoining or otherwise prohibiting the transactions contemplated hereby or by the Merger Agreement, and (vii) subject to compliance with the Lock-Up Agreement and Section 2.2 (from and after the date Section 2.2 becomes effective), the date on which the Stockholders cease to own any Covered Securities and (viii) the termination or withdrawal of the Offer prior to the occurrence of the Acceptance Time.  Upon termination of this Agreement, (x) all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party shall have any claim against another (and no Person shall have any rights against such party), whether under contract, tort or otherwise, and (y) each Stockholder shall be permitted to withdraw, and unless otherwise agreed to by such Stockholder shall be deemed to have validly and timely withdrawn, any Covered Securities tendered in the Offer by such Stockholder. Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party from liability for knowing and willful breach of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1Expenses.  Except as otherwise may be agreed in writing, all costs, fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such costs, fees and expenses; provided, however, that in no event shall any Stockholder be obligated to pay, or cause to be paid, any costs, fees or expenses in connection with obtaining the Lock-Up Waiver.

Section 6.2Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is personally delivered, (ii) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address specified in this Section 6.2 prior to 5:00 p.m. (Eastern Time) on a Business Day, (iii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address specified in this Section 6.2 later than 5:00 p.m. (Eastern Time) on any date and earlier than 11:59 p.m. (Eastern Time) on such date or (iv) when received, if sent by nationally recognized overnight courier service (providing proof of delivery) (and in each such case such notices, requests, claims, demands and other communications hereunder shall also be submitted via electronic mail). The address for such notices and communication shall be as follows:

To Parent or Merger Sub:

c/o Thomson Reuters Corporation

3 Times Square

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New York, NY 10036

Attn: Deirdre Stanley

Facsimile: (646) 223-7716

Email: Deirdre.Stanley@thomsonreuters.com

with a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attn: David Shine; Abigail Bomba; Tiffany Pollard

Facsimile: (212) 859-4000

Email: david.shine@friedfrank.com; abigail.bomba@friedfrank.com;

tiffany.pollard@friedfrank.com

To any of the Stockholders:

Technology Crossover Ventures

528 Ramona Street

Palo Alto, CA 94301

Attention: General Counsel

Facsimile: (650) 614-8222

Email: rfenton@tcv.com

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Attention: Josh Dubofsky

Facsimile: (650) 463-2600

Email: josh.dubofsky@lw.com

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so personally delivered or received or the date on which receipt is so confirmed. Rejection or other refusal to accept or the inability to deliver because of changed address or facsimile of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 6.3Amendments; Waivers.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Stockholder, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

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Section 6.4Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Except as expressly set forth in Section 1.1 or Section 2.2, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Parent shall cause Merger Sub, and any permitted assignee thereof, to perform its obligations under this Agreement and shall be responsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Section 6.5No Partnership, Agency, or Joint Venture; No Effect on Fiduciary Relationship.  This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.  Stockholder signs this Agreement solely in Stockholder’s capacity as a stockholder of the Company, and not in any other capacity, and nothing in this Agreement (including the last sentence of Section 3.2) shall restrict or limit the ability of Stockholder, any of the partners, officers, employees or affiliates of the Stockholder or any other person who is an officeholder or director of the Company (including, as applicable, any officeholder or director of the Company who is a partner, officer, employee or affiliate of the Stockholder) to take any action in his or her capacity as an officeholder or director of the Company, including any action permitted by Section 5.2 of the Merger Agreement, and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.

Section 6.6Entire Agreement; Benefit.  This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is not for the benefit of, and is not intended to grant and does not grant standing or any rights or remedies hereunder to, any person other than the parties.

Section 6.7Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. If a court of competent jurisdiction determines that Section 1.1 or Section 2.2 (or any term or provision therein), or any other term or provision of this Agreement, conflicts with or results in a breach of the Lock-Up Agreement and such determination becomes final and non-appealable, then such section, term or provision, as applicable, shall be null and void and have no force or effect.

Section 6.8Governing Law.  This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Stockholder in the negotiation, administration, performance and enforcement

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hereof and thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

Section 6.9Jurisdiction; Enforcement.  Each of the parties hereto (a) irrevocably consents to submit itself to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Delaware Court and (c) agrees that it will not bring any claim or action arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Delaware Court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 6.2 (Notices). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 6.10WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

Section 6.11Remedies.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY ADEQUATE REMEDY AT LAW IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN THE DELAWARE COURTS, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY (AND EACH PARTY HERETO HEREBY WAIVES ANY

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REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY).

Section 6.12Definitions; Interpretation.  Capitalized terms used but not defined herein are used with the meanings given to them in the Merger Agreement (without giving effect to any amendment or modification thereto). When a reference is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article of, section of, or exhibit or schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any reference in this Agreement to any federal, state, local or foreign statute or law means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes or laws. Any reference in this Agreement to any agreement or instrument means such agreement or instrument as in effect on the date hereof, as such agreement may be amended, modified or supplemented (including by waiver or consent) from time to time solely in accordance with the terms of this Agreement. References to a Person are also to its permitted successors and assigns. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. As used in this Agreement, the terms “beneficial owner”, “beneficial ownership”, “beneficially owns” or “owns beneficially”, with respect to any securities, refer to the beneficial ownership of such securities as determined under Rule 13d-3(a) of the Exchange Act.

Section 6.13No Agreement Until Executed.  This Agreement shall not be effective unless and until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto.

Section 6.14No Ownership Interest.  Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Securities. All rights, ownership and economic benefits of and relating to the Covered Securities shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Covered Securities.

Section 6.15Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic

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signatures and such signatures will be deemed to bind each party as if they were original signatures.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

THOMCORP HOLDINGS INC.
By:	/s/ Priscilla C. Hughes
	Name: Priscilla C. Hughes
	Title: VP & Assistant Secretary
CB TRANSACTION CORP.
By:	/s/ Priscilla C. Hughes
	Name: Priscilla C. Hughes
	Title: VP & Secretary

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

TCV VI, L.P.
a Delaware Limited Partnership
By: Technology Crossover Management VI, L.L.C.,
Its: General Partner
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton
	Title: Attorney in Fact
TCV Member Fund, L.P.
a Cayman Islands exempted limited partnership,
acting by its general partner
Technology Crossover Management VI, L.L.C.,
a Delaware limited liability company
By:	/s/ Frederic D. Fenton
	Name: Frederic D. Fenton
	Title: Attorney in Fact

[Signature Page to Tender and Support Agreement]

EX-99.7.04

Exhibit 7.04

EXECUTION VERSION

TENDER AND SUPPORT AGREEMENT

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 8, 2012, is by and among Thomcorp Holdings Inc., a Delaware corporation (“Parent”), CB Transaction Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and John W. Cooley (the “Stockholder”), in his individual capacity.

WHEREAS, Parent, Merger Sub, FX Alliance Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 9.13 therein, Thomson Reuters Corporation, a corporation under the Laws of the Province of Ontario, Canada, propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, the “Merger Agreement”), which provides, among other things, for Merger Sub (i) to commence a tender offer (the “Offer”) for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Common Stock”) at a price per share of $22.00 net to the seller in cash, without interest (such amount to be paid per share, as it may be amended from time to time in accordance with the terms of the Merger Agreement (but subject to Article V), the “Offer Price”), other than shares of Common Stock directly owned by Parent or Merger Sub or held by the Company as treasury shares and (ii) to merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement);

WHEREAS, the Stockholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, the Stockholder is the beneficial owner of 250,982 shares of Common Stock as of the date of this Agreement (subject to Section 6.5, such shares of Common Stock, together with any and all other outstanding shares of capital stock of the Company beneficial ownership of which is acquired by the Stockholder after the execution and delivery of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article V, including any outstanding shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, prior to the consummation of the Offer, Stockholder intends to donate to charity up to 10,000 shares of Common Stock (such shares, the “Charity Shares;” the Securities excluding the Charity Shares, the “Covered Securities”); and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, Parent and Merger Sub have requested the Stockholder to, and the Stockholder (in Stockholder’s capacity as beneficial holder of the Covered Securities) has agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

TENDER OF THE COVERED SECURITIES

Section 1.1            Tender of the Covered Securities.  This Section 1.1 shall have no force or effect and shall not be binding on the parties until the earlier of (i) the expiration of the Lock-Up Period (as defined in the letter agreement, dated January 23, 2012, by the Stockholder to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Lock-Up Agreement”)) in accordance with the Lock-Up Agreement or (ii) the effectiveness of a waiver of or amendment (the “Lock-Up Waiver”) to the Lock-Up Agreement expressly permitting the Stockholder to take the actions contemplated by this Agreement (such earlier date, the “Effective Date”).  From and after the Effective Date, the Stockholder agrees to (i) tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer, (ii) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Article V hereof (the “Termination Date”)) and (iii) use reasonable best efforts to take all actions (or to cause all actions to be taken by its affiliates) necessary to effectuate the foregoing. Merger Sub shall pay Stockholder for Covered Securities (and any other shares of Common Stock) tendered into the Offer at the Acceptance Time in accordance with the Merger Agreement.  Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder or any of its affiliates to exercise any stock option or other equity award or require the Stockholder to purchase any shares of Common Stock. If the Offer is terminated or withdrawn by Parent or Merger Sub, or the Merger Agreement is terminated prior to the purchase of the Covered Securities tendered in the Offer, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Merger Sub to return, as soon as practicable (and in any event in accordance with applicable law), all tendered Covered Securities to the Stockholder.

ARTICLE II

VOTING; RESTRICTIONS ON COVERED SECURITIES

Section 2.1            Voting.  From and after the date hereof until the earlier of (i) the Acceptance Time and (ii) the termination of this Agreement in accordance with its terms, the Stockholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any written consent of the Company’s stockholders, the Stockholder will (a) appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat (including by proxy) for purposes of calculating a quorum and (b) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Covered Securities beneficially owned by the Stockholder and entitled to vote thereat as of the relevant time, as follows (in each case, to the extent such matter is submitted to a vote or written consent of the Company’s stockholders):

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(i)            in favor of the adoption of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement, and the Merger, to the extent contemplated thereby;

(ii)           against approval of any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger and the transactions contemplated by the Merger Agreement; and

(iii)          against any other action, agreement, proposal or transaction that would reasonably be expected to compete with, impede, interfere with, delay or postpone or inhibit the consummation of the Offer or the Merger in accordance with the Merger Agreement, including, without limitation: (i) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement, who are nominated for election by a majority of the board of directors of the Company, or as otherwise provided in the Merger Agreement; or (ii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except as may be contemplated by the Merger Agreement or as may be approved in writing by Parent.

Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of the Stockholder to vote any shares of Common Stock in favor of, or against, or to abstain from voting with respect to, any matter presented to the Company’s stockholders, in its sole discretion.

Section 2.2            Restrictions on Transfer.  This Section 2.2 shall have no force or effect and shall not be binding on the parties until the Effective Date. Except as contemplated by this Agreement, the Stockholder hereby agrees that, from the Effective Date until the Termination Date, the Stockholder shall not (i) directly or indirectly, sell, transfer, tender in any tender or exchange offer (other than the Offer), assign, pledge, hypothecate, gift, place in trust or otherwise dispose of or limit its right, title or interest or right to vote in any manner any of the Covered Securities (each, a “Transfer”), or agree in writing to conduct a Transfer, (ii) grant any proxies or powers of attorney with respect to any of the Covered Securities, deposit any of the Covered Securities into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Covered Securities, in each case, in contravention of the obligations of Stockholder under this Agreement or (iii) cause any of the Covered Securities to be, or become subject to, any liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, other than those arising under the securities laws or under the Company’s governance documents or the Lock-Up Agreement (collectively, “Liens”), in each case, other than (a) any Transfer to any of the Stockholder’s Affiliates; provided, however, that prior to and as a condition to the effectiveness of any Transfer, (x) each proposed transferee agrees to be bound in writing by this Agreement, and (y) this Agreement shall be the legal, valid and binding agreement of such proposed transferee, enforceable against such person in accordance with its terms or (b) as Parent and Merger Sub may otherwise agree in writing. For the avoidance of doubt, nothing in this Section 2.2 shall restrict the Stockholder from donating or otherwise transferring the Charity Shares.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STOCKHOLDER

Section 3.1            Representations and Warranties.  The Stockholder represents and warrants to Parent and Merger Sub as follows: (i) the Stockholder has the capacity to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder and has the power to vote and the power to dispose of the Covered Securities with no restriction on its voting rights or rights of disposition pertaining thereto, except as set forth in this Agreement, the Lock-Up Agreement or that may exist pursuant to the securities Laws, (ii) this Agreement has been duly executed and delivered by the Stockholder and the execution, delivery and performance of this Agreement by the Stockholder have been duly authorized by all necessary action on the part of the Stockholder and no other actions or proceedings on the part of the Stockholder are necessary to authorize this Agreement or the Stockholder’s performance hereunder, (iii) assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (iv) the Stockholder is the beneficial owner of 250,982 shares of Company Common Stock free and clear of all Liens as of the date hereof except as set forth in the Lock-Up Agreement, (v) assuming any notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by Parent are Merger Sub are obtained or made, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require the Stockholder to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon the Stockholder, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Stockholder’s ability to satisfy its obligations under this Agreement and (vi) assuming the Lock-Up Agreement constitutes the valid and binding agreement of the other parties thereto, the Lock-Up Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

Section 3.2            Covenants.  From and after the execution and delivery of this Agreement until the Termination Date, the Stockholder hereby: (i) agrees to promptly after the public announcement of the Merger Agreement request the Lock-Up Waiver from the counterparties to the Lock-Up Agreement (ii) agrees to (a) use its reasonable best efforts to obtain the Lock-Up Waiver promptly after the public announcement of the Merger Agreement (subject to Section 6.1), (b) keep Parent informed of any material communication received from or given to the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver and (c) use its reasonable best efforts to give Parent the opportunity to participate in any discussions with the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver; (iii) agrees not to exercise any rights of appraisal or rights of dissent from the Merger that the Stockholder may have with respect to the Covered Securities; (iv) agrees to permit Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the

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stockholders of the Company is required under applicable law, the Proxy Statement, the Stockholder’s identity and ownership of Company Common Stock and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement and (v) agrees not to commence or participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated thereby. In addition, subject to Section 6.5, the Stockholder agrees that prior to the Termination Date it shall not take any of the actions described in Section 5.2(b) of the Merger Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1            Representations and Warranties of Parent and Merger Sub.  Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (i) Parent and Merger Sub have all necessary corporate power to execute and deliver this Agreement and to perform their respective obligations hereunder, (ii) this Agreement has been duly executed and delivered by Parent and Merger Sub, and the execution, delivery and performance of this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or Parent’s or Merger Sub’s performance hereunder, (iii) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Parent or Merger Sub to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon Parent or Merger Sub, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent or Merger Sub’s ability to satisfy their respective obligations under this Agreement, and (iv) assuming this Agreement constitutes a valid and binding agreement of the Stockholder, this Agreement constitutes a valid and binding agreement of Merger Sub and Parent, enforceable against Merger Sub and Parent in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

ARTICLE V

TERMINATION

This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (i) the Outside Date (as may be extended in accordance with the Merger Agreement as in effect on the date hereof), (ii) the date of termination of the Merger Agreement in accordance with its terms, (iii) the date the Company Board or any committee thereof effects a Company Board Recommendation Change, (iv) the date on which the Company pays Parent, Merger Sub or their designee the Termination Fee, (v) the entry without the prior written consent of the Stockholder into any amendment or modification to the Merger Agreement or any waiver of any

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of the Company’s rights under the Merger Agreement, in each case, that (a) adversely affects, or is reasonably likely to adversely affect, the Stockholder relative to other stockholders of the Company, or (b) results in (1) a decrease in the Offer Price or Merger Consideration (each as defined in the Merger Agreement on the date hereof), (2) a change in the form of consideration to be paid in the Offer or in the form of Merger Consideration or (3) a postponement or extension of the Outside Date (except pursuant to and in accordance with Section 8.1(b) of the Merger Agreement as in effect on the date hereof), (vi) the enactment or issuance of any final and non-appealable Law or the taking of any other final and non-appealable action by any Governmental Authority of competent jurisdiction enjoining or otherwise prohibiting the transactions contemplated hereby or by the Merger Agreement, and (vii) subject to compliance with the Lock-Up Agreement and Section 2.2 (from and after the date Section 2.2 becomes effective), the date on which the Stockholder ceases to own any Covered Securities and (viii) the termination or withdrawal of the Offer prior to the occurrence of the Acceptance Time. Upon termination of this Agreement, (i) all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party shall have any claim against another (and no Person shall have any rights against such party), whether under contract, tort or otherwise, and (ii) the Stockholder shall be permitted to withdraw, and unless otherwise agreed to by the Stockholder shall be deemed to have validly and timely withdrawn, any Covered Securities tendered in the Offer.  Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement.  Nothing in this Article V shall relieve or otherwise limit any party from liability for knowing and willful breach of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1            Expenses.  Except as otherwise may be agreed in writing, all costs, fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such costs, fees and expenses; provided, however, that in no event shall the Stockholder be obligated to pay, or cause to be paid, any costs, fees or expenses in connection with obtaining the Lock-Up Waiver.

Section 6.2            Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is personally delivered, (ii) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address specified in this Section 6.2 prior to 5:00 p.m. (Eastern Time) on a Business Day, (iii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address specified in this Section 6.2 later than 5:00 p.m. (Eastern Time) on any date and earlier than 11:59 p.m. (Eastern Time) on such date or (iv) when received, if sent by nationally recognized overnight courier service (providing proof of delivery) (and in each such case such notices, requests, claims, demands and other communications hereunder shall also be submitted via electronic mail). The address for such notices and communication shall be as follows:

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To Parent or Merger Sub:

c/o Thomson Reuters Corporation
3 Times Square
New York, NY 10036
Attn: Deirdre Stanley
Facsimile: (646) 223-7716

Email: Deirdre.Stanley@thomsonreuters.com

with a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attn: David Shine; Abigail Bomba; Tiffany Pollard
Facsimile: (212) 859-4000

Email: david.shine@friedfrank.com; abigail.bomba@friedfrank.com;
tiffany.pollard@friedfrank.com

To the Stockholder:

John W. Cooley

FX Alliance Inc.

909 Third Avenue, 10th Floor

New York, NY 10022

with a copy to (which shall not constitute notice):

Paul M. Ritter

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Facsimile: (212) 715-8000
Email: pritter@kramerlevin.com

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so personally delivered or received or the date on which receipt is so confirmed. Rejection or other refusal to accept or the inability to deliver because of changed address or facsimile of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 6.3            Amendments; Waivers.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Stockholder, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

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Section 6.4            Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Except as expressly set forth in Section 1.1 or Section 2.2, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Parent shall cause Merger Sub, and any permitted assignee thereof, to perform its obligations under this Agreement and shall be responsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Section 6.5            No Partnership, Agency, or Joint Venture; No Effect on Fiduciary Relationship. This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.  Stockholder signs this Agreement solely in Stockholder’s capacity as a stockholder of the Company, and not in any other capacity, and nothing in this Agreement (including the last sentence of Section 3.2) shall restrict or limit the ability of Stockholder or any of its affiliates or any other person who is an officeholder or director of the Company to take any action in his or her capacity as an officeholder or director of the Company, including any action permitted by Section 5.2 of the Merger Agreement, and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.

Section 6.6            Entire Agreement; Benefit.  This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is not for the benefit of, and is not intended to grant and does not grant standing or any rights or remedies hereunder to, any person other than the parties.

Section 6.7            Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. If a court of competent jurisdiction determines that Section 1.1 or Section 2.2 (or any term or provision therein), or any other term or provision of this Agreement, conflicts with or results in a breach of the Lock-Up Agreement and such determination becomes final and non-appealable, then such section, term or provision, as applicable, shall be null and void and have no force or effect.

Section 6.8            Governing Law.  This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Stockholder in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

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Section 6.9            Jurisdiction; Enforcement.  Each of the parties hereto (a) irrevocably consents to submit itself to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Delaware Court and (c) agrees that it will not bring any claim or action arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Delaware Court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 6.2 (Notices). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 6.10         WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

Section 6.11         Remedies.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY ADEQUATE REMEDY AT LAW IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN THE DELAWARE COURTS, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY (AND EACH PARTY HERETO HEREBY WAIVES ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY).

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Section 6.12         Definitions; Interpretation.  Capitalized terms used but not defined herein are used with the meanings given to them in the Merger Agreement (without giving effect to any amendment or modification thereto). When a reference is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article of, section of, or exhibit or schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any reference in this Agreement to any federal, state, local or foreign statute or law means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes or laws. Any reference in this Agreement to any agreement or instrument means such agreement or instrument as in effect on the date hereof, as such agreement may be amended, modified or supplemented (including by waiver or consent) from time to time solely in accordance with the terms of this Agreement. References to a Person are also to its permitted successors and assigns. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. As used in this Agreement, the terms “beneficial owner”, “beneficial ownership”, “beneficially owns” or “owns beneficially”, with respect to any securities, refer to the beneficial ownership of such securities as determined under Rule 13d-3(a) of the Exchange Act.

Section 6.13         No Agreement Until Executed.  This Agreement shall not be effective unless and until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto.

Section 6.14         No Ownership Interest. Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Securities. All rights, ownership and economic benefits of and relating to the Covered Securities shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Covered Securities.

Section 6.15         Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic signatures and such signatures will be deemed to bind each party as if they were original signatures.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

THOMCORP HOLDINGS INC.
By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	VP & Assistant Secretary
CB TRANSACTION CORP.
By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	VP & Secretary

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

/s/ John W. Cooley

John W. Cooley

[Signature Page to Tender and Support Agreement]

EX-99.7.05

Exhibit 7.05

EXECUTION VERSION

TENDER AND SUPPORT AGREEMENT

THIS TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 8, 2012, is by and among Thomcorp Holdings Inc., a Delaware corporation (“Parent”), CB Transaction Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and Philip Z. Weisberg (the “Stockholder”), in his individual capacity and in his capacity as the sole trustee of Philip Z. Weisberg 2012 Grantor Retained Annuity Trust (the “Trust”).

WHEREAS, Parent, Merger Sub, FX Alliance Inc., a Delaware corporation (the “Company”) and, solely with respect to Section 9.13 therein, Thomson Reuters Corporation, a corporation under the Laws of the Province of Ontario, Canada, propose to enter into an Agreement and Plan of Merger, dated as of the date hereof (as amended, the “Merger Agreement”), which provides, among other things, for Merger Sub (i) to commence a tender offer (the “Offer”) for all of the issued and outstanding shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Common Stock”) at a price per share of $22.00 net to the seller in cash, without interest (such amount to be paid per share, as it may be amended from time to time in accordance with the terms of the Merger Agreement (but subject to ArticleV), the “Offer Price”), other than shares of Common Stock directly owned by Parent or Merger Sub or held by the Company as treasury shares and (ii) to merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”), in each case, upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement);

WHEREAS, the Stockholder, Parent and Merger Sub are executing this agreement concurrently with the execution of the Merger Agreement;

WHEREAS, the Stockholder is the beneficial owner of 1,045,714 shares of Common Stock (including shares that may be deemed to be beneficially owned by the Stockholder in his capacity as trustee of the Trust) as of the date of this Agreement (subject to Section 6.5, such shares of Common Stock, together with any and all other outstanding shares of capital stock of the Company beneficial ownership of which is acquired by the Stockholder after the execution and delivery of this Agreement and prior to the earlier of the Effective Time and the termination of this Agreement pursuant to Article V, including any outstanding shares of Common Stock acquired by means of purchase, dividend or distribution, or issued upon the exercise of any options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, prior to the consummation of the Offer, Stockholder intends to donate to charity up to 20,000 shares of Common Stock (such shares, the “Charity Shares;” the Securities excluding the Charity Shares, the “Covered Securities”); and

WHEREAS, as a condition to the willingness of Parent and Merger Sub to enter into the Merger Agreement and as an inducement and in consideration therefor, Parent and Merger Sub have requested the Stockholder to, and the Stockholder (in Stockholder’s capacity as beneficial holder of or trustee with respect to the Covered Securities) has agreed to, enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

TENDER OF THE COVERED SECURITIES

Section 1.1Tender of the Covered Securities.  This Section 1.1 shall have no force or effect and shall not be binding on the parties until the earlier of (i) the expiration of the Lock-Up Period (as defined in the letter agreement, dated January 20, 2012, by the Stockholder to Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. (the “Lock-Up Agreement”)) in accordance with the Lock-Up Agreement or (ii) the effectiveness of a waiver of or amendment (the “Lock-Up Waiver”) to the Lock-Up Agreement expressly permitting the Stockholder to take the actions contemplated by this Agreement (such earlier date, the “Effective Date”).  From and after the Effective Date, the Stockholder agrees to (i) tender the Covered Securities (or to cause the Covered Securities to be tendered) into the Offer, (ii) not withdraw the Covered Securities (or to not cause the Covered Securities to be withdrawn) from the Offer at any time (unless this Agreement is terminated in accordance with Article V hereof (the “Termination Date”)) and (iii) use reasonable best efforts to take all actions (or to cause all actions to be taken by its affiliates) necessary to effectuate the foregoing. Merger Sub shall pay Stockholder for Covered Securities (and any other shares of Common Stock) tendered into the Offer at the Acceptance Time in accordance with the Merger Agreement.  Notwithstanding anything in this Agreement to the contrary, nothing herein shall require the Stockholder or any of its affiliates to exercise any stock option or other equity award or require the Stockholder to purchase any shares of Common Stock. If the Offer is terminated or withdrawn by Parent or Merger Sub, or the Merger Agreement is terminated prior to the purchase of the Covered Securities tendered in the Offer, Parent and Merger Sub shall promptly return, and shall cause any depository or paying agent acting on behalf of Parent or Merger Sub to return, as soon as practicable (and in any event in accordance with applicable law) all tendered Covered Securities to the Stockholder.

ARTICLE II

VOTING; RESTRICTIONS ON COVERED SECURITIES

Section 2.1Voting.  From and after the date hereof until the earlier of (i) the Acceptance Time and (ii) the termination of this Agreement in accordance with its terms, the Stockholder irrevocably and unconditionally hereby agrees that at any meeting (whether annual or special and each adjourned or postponed meeting) of the Company’s stockholders, however called, or in connection with any written consent of the Company’s stockholders, the Stockholder will (a) appear at such meeting or otherwise cause the Covered Securities to be counted as present thereat (including by proxy) for purposes of calculating a quorum and (b) vote or cause to be voted (including by proxy or written consent, if applicable) all of the Covered Securities beneficially owned by the Stockholder and entitled to vote thereat as of the relevant time, as follows (in each case, to the extent such matter is submitted to a vote or written consent of the Company’s stockholders):

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(i)in favor of the adoption of the Merger Agreement and the approval of the Merger, including each other action, agreement and transaction in furtherance of the Offer, the Merger Agreement, and the Merger, to the extent contemplated thereby;

(ii)against approval of any proposal made in opposition to, or in competition with, consummation of the Offer or the Merger and the transactions contemplated by the Merger Agreement; and

(iii)against any other action, agreement, proposal or transaction that would reasonably be expected to compete with, impede, interfere with, delay or postpone or inhibit the consummation of the Offer or the Merger in accordance with the Merger Agreement, including, without limitation: (i) an election of new members to the board of directors of the Company, other than nominees to the board of directors of the Company who are serving as directors of the Company on the date of this Agreement, who are nominated for election by a majority of the board of directors of the Company, or as otherwise provided in the Merger Agreement; or (ii) any material change in the present capitalization or dividend policy of the Company or any amendment or other change to the Company’s certificate of incorporation or bylaws, except as may be contemplated by the Merger Agreement or as may be approved in writing by Parent.

Except as set forth in this Section 2.1, nothing in this Agreement shall limit the right of the Stockholder to vote any shares of Common Stock in favor of, or against, or to abstain from voting with respect to, any matter presented to the Company’s stockholders, in its sole discretion.

Section 2.2Restrictions on Transfer.  This Section 2.2 shall have no force or effect and shall not be binding on the parties until the Effective Date. Except as contemplated by this Agreement, the Stockholder hereby agrees that, from the Effective Date until the Termination Date, the Stockholder shall not (i) directly or indirectly, sell, transfer, tender in any tender or exchange offer (other than the Offer), assign, pledge, hypothecate, gift, place in trust or otherwise dispose of or limit its right, title or interest or right to vote in any manner any of the Covered Securities (each, a “Transfer”), or agree in writing to conduct a Transfer, (ii) grant any proxies or powers of attorney with respect to any of the Covered Securities, deposit any of the Covered Securities into a voting trust or enter into a voting agreement or other similar commitment or arrangement with respect to any of the Covered Securities, in each case, in contravention of the obligations of Stockholder under this Agreement or (iii) cause any of the Covered Securities to be, or become subject to, any liabilities, claims, liens, options, proxies, charges, participations and encumbrances of any kind or character whatsoever, other than those arising under the securities laws or under the Company’s governance documents or the Lock-Up Agreement (collectively, “Liens”), in each case, other than (a) any Transfer to any of the Stockholder’s Affiliates; provided, however, that prior to and as a condition to the effectiveness of any Transfer, (x) each proposed transferee agrees to be bound in writing by this Agreement, and (y) this Agreement shall be the legal, valid and binding agreement of such proposed transferee, enforceable against such person in accordance with its terms or (b) as Parent and Merger Sub may otherwise agree in writing. For the avoidance of doubt, nothing in this Section 2.2 shall restrict the Stockholder from donating or otherwise transferring the Charity Shares.

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ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STOCKHOLDER

Section 3.1Representations and Warranties.  The Stockholder represents and warrants to Parent and Merger Sub as follows: (i) the Stockholder has the capacity to execute and deliver this Agreement and to perform the Stockholder’s obligations hereunder, including in Stockholder’s capacity as the trustee of the Trust, and has the power to vote and the power to dispose of the Covered Securities with no restriction on its voting rights or rights of disposition pertaining thereto, except as set forth in this Agreement, the Lock-Up Agreement or that may exist pursuant to the securities Laws, (ii) this Agreement has been duly executed and delivered by the Stockholder (including in the Stockholder’s capacity as the trustee of the Trust) and the execution, delivery and performance of this Agreement by the Stockholder (including in the Stockholder’s capacity as the trustee of the Trust) have been duly authorized by all necessary action on the part of the Stockholder (or the Trust) and no other actions or proceedings on the part of the Stockholder (or the Trust) are necessary to authorize this Agreement or the Stockholder’s performance hereunder (including in the Stockholder’s capacity as trustee of the Trust), (iii) assuming this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, this Agreement constitutes the valid and binding agreement of the Stockholder and the Trust, enforceable against the Stockholder (including in his capacity as the trustee of the Trust) and the Trust in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles), (iv) the Stockholder is the beneficial owner of 1,045,714 shares of Company Common Stock (including shares that may be deemed to be beneficially owned by the Stockholder in his capacity as trustee of the Trust) free and clear of all Liens as of the date hereof except as set forth in the Lock-Up Agreement, (v) assuming any notifications, filings, registrations, permits, authorizations, consents or approvals to be obtained or made by Parent are Merger Sub are obtained or made, neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require the Stockholder to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon the Stockholder, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Stockholder’s ability to satisfy its obligations under this Agreement; and (vi) assuming the Lock-Up Agreement constitutes the valid and binding agreement of the other parties thereto, the Lock-Up Agreement constitutes the valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

Section 3.2Covenants.  From and after the execution and delivery of this Agreement until the Termination Date, the Stockholder (on behalf of himself and in his capacity as trustee of the Trust) hereby: (i) agrees to promptly after the public announcement of the Merger Agreement request the Lock-Up Waiver from the counterparties to the Lock-Up Agreement; (ii) agrees to (a) use its reasonable best efforts to obtain the Lock-Up Waiver promptly after the public

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announcement of the Merger Agreement (subject to Section 6.1), (b) keep Parent informed of any material communication received from or given to the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver and (c) use its reasonable best efforts to give Parent the opportunity to participate in any discussions with the counterparties to the Lock-Up Agreement with respect to obtaining the Lock-Up Waiver; (iii) agrees not to exercise any rights of appraisal or rights of dissent from the Merger that the Stockholder may have with respect to the Covered Securities; (iv) agrees to permit Parent and Merger Sub to publish and disclose in the Offer Documents and, if approval of the stockholders of the Company is required under applicable law, the Proxy Statement, the Stockholder’s identity and ownership of Company Common Stock and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement; and (v) agrees not to commence or participate in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the transactions contemplated thereby. In addition, subject to Section 6.5, the Stockholder agrees that prior to the Termination Date it shall not take any of the actions described in Section 5.2(b) of the Merger Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 4.1Representations and Warranties of Parent and Merger Sub.  Each of Parent and Merger Sub hereby, jointly and severally, represents and warrants to the Stockholder as follows: (i) Parent and Merger Sub have all necessary corporate power to execute and deliver this Agreement and to perform their respective obligations hereunder, (ii) this Agreement has been duly executed and delivered by Parent and Merger Sub, and the execution, delivery and performance of this Agreement by Parent and Merger Sub have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub and no other actions or proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or Parent’s or Merger Sub’s performance hereunder, (iii) neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby will (a) require Parent or Merger Sub to notify, file or register with, or obtain any permit, authorization, consent or approval of, any Governmental Authority other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of or default under, or conflict with any contract, agreement or understanding, any Law binding upon Parent or Merger Sub, except for such violations, breaches, defaults or conflicts which are not, individually or in the aggregate, reasonably likely to have a material adverse effect on Parent or Merger Sub’s ability to satisfy their respective obligations under this Agreement, and (iv) assuming this Agreement constitutes a valid and binding agreement of the Stockholder, this Agreement constitutes a valid and binding agreement of Merger Sub and Parent, enforceable against Merger Sub and Parent in accordance with its terms (subject to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles).

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ARTICLE V

TERMINATION

This Agreement shall terminate and be of no further force or effect upon the earlier to occur of (i) the Outside Date (as may be extended in accordance with the Merger Agreement as in effect on the date hereof), (ii) the date of termination of the Merger Agreement in accordance with its terms, (iii) the date the Company Board or any committee thereof effects a Company Board Recommendation Change, (iv) the date on which the Company pays Parent, Merger Sub or their designee the Termination Fee, (v) the entry without the prior written consent of the Stockholder into any amendment or modification to the Merger Agreement or any waiver of any of the Company’s rights under the Merger Agreement, in each case, that (a) adversely affects, or is reasonably likely to adversely affect, the Stockholder relative to other stockholders of the Company, or (b) results in (1) a decrease in the Offer Price or Merger Consideration (each as defined in the Merger Agreement on the date hereof), (2) a change in the form of consideration to be paid in the Offer or in the form of Merger Consideration or (3) a postponement or extension of the Outside Date (except pursuant to and in accordance with Section 8.1(b) of the Merger Agreement as in effect on the date hereof), (vi) the enactment or issuance of any final and non-appealable Law or the taking of any other final and non-appealable action by any Governmental Authority of competent jurisdiction enjoining or otherwise prohibiting the transactions contemplated hereby or by the Merger Agreement, and (vii) subject to compliance with the Lock-Up Agreement and Section 2.2 (from and after the date Section 2.2 becomes effective), the date on which the Stockholder ceases to own any Covered Securities and (viii) the termination or withdrawal of the Offer prior to the occurrence of the Acceptance Time. Upon termination of this Agreement, (i) all obligations of the parties under this Agreement will terminate, without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated hereby, and no party shall have any claim against another (and no Person shall have any rights against such party), whether under contract, tort or otherwise, and (ii) the Stockholder shall be permitted to withdraw, and unless otherwise agreed to by the Stockholder shall be deemed to have validly and timely withdrawn, any Covered Securities tendered in the Offer.  Notwithstanding the preceding sentence, this Article V and Article VI shall survive any termination of this Agreement.  Nothing in this Article V shall relieve or otherwise limit any party from liability for knowing and willful breach of this Agreement.

ARTICLE VI

MISCELLANEOUS

Section 6.1Expenses.  Except as otherwise may be agreed in writing, all costs, fees and expenses incurred in connection with this Agreement shall be paid by the party incurring such costs, fees and expenses; provided, however, that in no event shall the Stockholder be obligated to pay, or cause to be paid, any costs, fees or expenses in connection with obtaining the Lock-Up Waiver.

Section 6.2Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is personally delivered, (ii) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address

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specified in this Section 6.2 prior to 5:00 p.m. (Eastern Time) on a Business Day, (iii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail (with confirmation) at the facsimile telephone number or electronic mail address specified in this Section 6.2 later than 5:00 p.m. (Eastern Time) on any date and earlier than 11:59 p.m. (Eastern Time) on such date or (iv) when received, if sent by nationally recognized overnight courier service (providing proof of delivery) (and in each such case such notices, requests, claims, demands and other communications hereunder shall also be submitted via electronic mail). The address for such notices and communication shall be as follows:

To Parent or Merger Sub:

c/o Thomson Reuters Corporation
3 Times Square
New York, NY 10036
Attn: Deirdre Stanley
Facsimile: (646) 223-7716
Email: Deirdre.Stanley@thomsonreuters.com

with a copy to (which shall not constitute notice):

Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
Attn: David Shine; Abigail Bomba; Tiffany Pollard
Facsimile: (212) 859-4000

Email: david.shine@friedfrank.com; abigail.bomba@friedfrank.com;
tiffany.pollard@friedfrank.com

To the Stockholder:

Philip Z. Weisberg
FX Alliance Inc.
909 Third Avenue, 10th Floor
New York, NY 10022

with a copy to (which shall not constitute notice):

Paul M. Ritter

Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, NY 10036
Facsimile: (212) 715-8000
Email: pritter@kramerlevin.com

or to such other address as any party shall specify by written notice so given, and such notice shall be deemed to have been delivered as of the date so personally delivered or received or the date on which receipt is so confirmed. Rejection or other refusal to accept or the inability to

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deliver because of changed address or facsimile of which no notice was given shall be deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver.

Section 6.3Amendments; Waivers.  Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Stockholder, Parent and Merger Sub, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.4Assignment; Binding Effect.  Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties. Except as expressly set forth in Section 1.1 or Section 2.2, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.  Parent shall cause Merger Sub, and any permitted assignee thereof, to perform its obligations under this Agreement and shall be responsible for any failure of Merger Sub or such assignee to comply with any representation, warranty, covenant or other provision of this Agreement.

Section 6.5No Partnership, Agency, or Joint Venture; No Effect on Fiduciary Relationship.  This Agreement is intended to create, and creates, a contractual relationship and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship between the parties hereto.  Stockholder signs this Agreement solely in Stockholder’s capacity as a stockholder of the Company, and not in any other capacity, and nothing in this Agreement (including the last sentence of Section 3.2) shall restrict or limit the ability of Stockholder or any of its affiliates or any other person who is an officeholder or director of the Company to take any action in his or her capacity as an officeholder or director of the Company, including any action permitted by Section 5.2 of the Merger Agreement, and none of such actions in such capacity shall be deemed to constitute a breach of this Agreement.

Section 6.6Entire Agreement; Benefit.  This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof and thereof. This Agreement is not for the benefit of, and is not intended to grant and does not grant standing or any rights or remedies hereunder to, any person other than the parties.

Section 6.7Severability.  If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. If a court of competent jurisdiction determines that Section 1.1 or Section 2.2 (or any term or provision therein), or any other term or provision of this Agreement, conflicts

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with or results in a breach of the Lock-Up Agreement and such determination becomes final and non-appealable, then such section, term or provision, as applicable, shall be null and void and have no force or effect.

Section 6.8Governing Law.  This Agreement and all actions, proceedings or counterclaims (whether based on contract, tort or otherwise) arising out of or relating to this Agreement, any of the transactions contemplated by this Agreement or the actions of Parent, Merger Sub or the Stockholder in the negotiation, administration, performance and enforcement hereof and thereof, shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to choice of law principles thereof).

Section 6.9Jurisdiction; Enforcement.  Each of the parties hereto (a) irrevocably consents to submit itself to the exclusive jurisdiction of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware) (such courts, collectively, the “Delaware Courts”) in the event any dispute, claim or cause of action arises out of or relates to this Agreement or the transactions contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Delaware Court and (c) agrees that it will not bring any claim or action arising out of or relating to this Agreement or the transactions contemplated by this Agreement in any court other than a Delaware Court. Each of the parties hereto hereby irrevocably and unconditionally consents to service of process in the manner provided for notices in Section 6.2 (Notices). Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by Law.

Section 6.10WAIVER OF JURY TRIAL.  EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY CONTROVERSY INVOLVING ANY REPRESENTATIVE OF PARENT UNDER THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.10.

Section 6.11Remedies.  NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY

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ADEQUATE REMEDY AT LAW IN THE EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF THIS AGREEMENT IN THE DELAWARE COURTS, THIS BEING IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY (AND EACH PARTY HERETO HEREBY WAIVES ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY).

Section 6.12Definitions; Interpretation.  Capitalized terms used but not defined herein are used with the meanings given to them in the Merger Agreement (without giving effect to any amendment or modification thereto). When a reference is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article of, section of, or exhibit or schedule to, this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any reference in this Agreement to any federal, state, local or foreign statute or law means such statute or law as from time to time amended, modified or supplemented, including by succession of comparable successor statutes or laws. Any reference in this Agreement to any agreement or instrument means such agreement or instrument as in effect on the date hereof, as such agreement may be amended, modified or supplemented (including by waiver or consent) from time to time solely in accordance with the terms of this Agreement. References to a Person are also to its permitted successors and assigns. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and, in the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. As used in this Agreement, the terms “beneficial owner”, “beneficial ownership”, “beneficially owns” or “owns beneficially”, with respect to any securities, refer to the beneficial ownership of such securities as determined under Rule 13d-3(a) of the Exchange Act.

Section 6.13No Agreement Until Executed.  This Agreement shall not be effective unless and until (i) the Merger Agreement is executed by all parties thereto and (ii) this Agreement is executed by all parties hereto.

Section 6.14No Ownership Interest.  Except as otherwise expressly provided herein, nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to the Covered Securities. All rights, ownership and economic benefits of and relating to the Covered Securities shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority

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to manage, direct, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Covered Securities.

Section 6.15Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or other electronic signatures and such signatures will be deemed to bind each party as if they were original signatures.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

THOMCORP HOLDINGS INC.
By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	VP & Assistant Secretary
CB TRANSACTION CORP.
By:	/s/ Priscilla C. Hughes
	Name:	Priscilla C. Hughes
	Title:	VP & Secretary

[Signature Page to Tender and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.

	/s/ Philip Z. Weisberg
	Philip Z. Weisberg
Philip Z. Weisberg 2012 Grantor Retained Annuity Trust
By:	/s/ Philip Z. Weisberg
	Name: Philip Z. Weisberg
	Title: Sole Trustee

[Signature Page to Tender and Support Agreement]