OCCUPATIONAL LEASE

Exhibit 10.32

DATED 7 February 2007

OCCUPATIONAL LEASE

-OF-

PART 6 ^TH FLOOR, RIVER PLATE HOUSE,
7/11 FINSBURY CIRCUS, LONDON EC2

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CONTENTS

PRESCRIBED CLAUSES

LR1.       Date of lease  7 February  2007

LR2.       Title number

LR2.1      Landlord’s title number          NGL632309

LR2.2      Other title numbers

LR3.       Parties to this lease

Landlord               MIZUHO CORPORATE BANK, LTD. Incorporated in Japan whose registered office is at Bracken House, One Friday Street, London EC4M 9JA (Foreign Company Registration No. FC004234)

Tenant                    INVESTMENT TECHNOLOGY GROUP EUROPE LIMITED, incorporated in Ireland whose registered office is at Dublin Exchange Facility, Second Floor, Mayor Street, International Financial Services Centre, Dublin 1, Ireland (Company Registration No.283939)

LR4.        Property

In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.

Defined in clause 1.35 of this lease.

LR5.        Prescribed statements etc.

LR5.1  Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003.

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LR5.2  This lease is made under, or by reference to, provisions of:

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LR6.        Term for which the Property is leased

The term is as follows:   from 8 January 2007 up to and including 27 September 2013.

LR7.        Premium

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LR8.        Prohibitions or restrictions on disposing of this lease

This lease contains a provision that prohibits or restricts dispositions.

LR9.        Rights of acquisition etc

LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversion or another lease of the Property, or to acquire an interest in other land

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LR9.2 Tenant’s covenant to (or offer to) surrender the lease

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LR9.3 Landlord’s contractual rights to acquire this lease

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LR10.     Restrictive covenants given in this lease by the Landlord in respect of land other than the Property

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LR11.      Easements

LR11.1 Easements granted by this lease for the benefit of the Property

See clause 3.2 of this lease.

LR11.2 Easements granted or reserved by this lease over the Property for the benefit of other property

See clause 3.3 of this lease.

LR12.      Estate rentcharge burdening the Property

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LR13.      Application for standard form of restriction

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LR14.      Declaration of trust where there is more than one person comprising the Tenant.

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THIS UNDERLEASE is made on the 7 ^th day of February 2007

BETWEEN:-

(1)                            MIZUHO CORPORATE BANK, LTD. (Foreign Company Registration No. FC004234) whose registered office is at Bracken House, One Friday Street, London EC4M 9JA (the “Landlord”); and

(2)                            INVESTMENT TECHNOLOGY GROUP EUROPE LIMITED (Company Registration No. 283939) whose registered office is at Dublin Exchange Facility, Second Floor, Mayor Street, International Financial Services Centre, Dublin 1, Ireland (the “Tenant” ).

NOW THIS DEED WITNESSES as follows:-

SECTION 1
DEFINITIONS AND INTERPRETATION

1.              DEFINITIONS

In this Lease, unless the context requires otherwise, the following expressions shall have the following meanings:-

1.1           “1954 Act” means the Landlord and Tenant Act 1954;

1.2                          “1954 Act Notice” means a notice in a form complying with the requirements of section 38A(3)(a) of the 1954 Act;

1.3                          “1954 Act Statutory Declaration” means a statutory declaration in a form complying with the requirements of section 38A(3)(b) of the 1954 Act;

1.4                          “Additional Rent” means all sums referred to in clause 6, and all sums which are recoverable as rent in arrear or stated in this Lease to be due to the Landlord;

1.5                          “Adjoining Property” means any land and/or buildings adjoining or neighbouring the Premises;

1.6                          “Base Rate” means the base rate for the time being of Barclays Bank plc or some other London clearing bank nominated from time to time by the Landlord or, in the event of base rate being abolished, such other comparable rate of interest as the Landlord shall reasonably specify;

1.7                          “Building” means the land situated at 7-11 Finsbury Circus, London EC2M 7DH together with the building erected on it or on part of it and known as River Plate House and for the purpose of identification only shown edged red on Plan No. 1 as the same are registered at the Land Registry under title number NGL632309 and each and every part of the land and building, including:-

1.7.1                           all landlord’s fixtures, fittings, plant, machinery, apparatus and equipment now or after the date of this Lease in or upon the same; and

1.7.2          any additions, alterations and improvements;

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1.8                          “Business Hours” means the usual business or working hours of the Building which shall be 7.00 a.m. to 7.00 p.m. on Mondays to Fridays (inclusive) (excluding usual bank or public holidays);

1.9                          “Code of Measuring Practice” means the current RICS Code of Measuring Practice, 5 ^th edition published on behalf of the Royal Institution of Chartered Surveyors;

1.10                    “Common Parts” means any entrance halls, corridors, passages, lobbies, landings, staircases, lifts, pedestrian ways, courtyards, forecourts, and any other amenities in, or forming part of, the Building which are or may from time to time be provided or designated by the Landlord for common use by the tenants and occupiers of the Building and all persons expressly or by implication authorised by them but excluding the Lettable Areas;

1.11                    “Conduits” means all drains, pipes, gullies, gutters, sewers, ducts, mains, channels, subways, wires, cables, conduits, flues and any other conducting media of whatsoever nature;

1.12                    “Decoration Year” means the year ending on the date five (5) years after the date hereof;

1.13                    “Demise 1” means the part of the Premises edged and hatched blue and as identified as “Demise 1” on Plan No. 2;

1.14                    “Demise 2” means the part of the Premises edged and hatched blue and as identified as “Demise 2” on Plan No. 2;

1.15                    “Demise 1 Initial Rent” means two hundred and fifty three thousand five hundred and forty eight pounds (£253,548) per annum;

1.16                    “Demise 2 Initial Rent” means seventy-seven thousand, two hundred and forty pounds (£77,240) per annum;

1.17                      “Demise 1 Rent Commencement Date” means 24 October, 2007

1.18                    “Demise 2 Rent Commencement Date” means 8 October, 2007

1.19                    “Demise 2 Schedule of Condition” means the schedule of condition in relation to Demise 2 annexed hereto;

1.20                    “Development” means development as defined in section 55 of the Town and Country Planning Act 1990;

1.21                    “Former Premises” means the premises described in the Surrendered Lease (being part of Demise 1);

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1.22                    “Group Company” means any company which is, for the time being a member of the same group as defined in Section 42 of the Landlord and Tenant Act 1954;

1.23                    “Guarantor” means the party (if any) named as ‘Guarantor’ in this Lease and includes the person from time to time guaranteeing the obligations of the Tenant under this Lease and, in the case of an individual, includes his personal representatives;

1.24         “Initial Rent” means the total of the Demise 1 Initial Rent and the Demise 2 Initial Rent;

1.25                    “Insurance Charge” means the cost to the Superior Landlord of effecting and maintaining insurance against the Insured Risks in respect of the Building or any part thereof including any plant and machinery therein and the Conduits and all fees and expenses paid or payable to professionals or other advisers or consultants in connection with effecting and maintaining the same and claims arising thereunder together with the amount expended by the Superior Landlord in effecting and maintaining insurance against loss of rent in accordance with its covenants in the Superior Lease;

1.26                    “Insurance Rent” means a due proportion (to be fairly and properly determined by the Landlord or the Surveyor) of the Insurance Charge which the Landlord shall from time to time pay to the Superior Landlord, a proportion of such sums in respect of the period from the Term Commencement Date to the end of the period covered by such insurance to be paid on the date hereof;

1.27                    “Insured Risks” means (to the extent that any of the same are insurable in the London insurance market at reasonable cost and on reasonable terms) fire, storm, tempest, flood, lightning, explosion, aircraft and articles dropped from them, riot, civil commotion, and such other risks as the Superior Landlord may from time to time in accordance with the provisions of the Superior Lease, determine or which the Landlord (in its reasonable discretion) shall request the Superior Landlord to insure against subject to such exclusions, excesses and limitations as are from time to time imposed by or agreed by the Superior Landlord with the insurers or underwriters;

1.28                    “Landlord” means the person for the time being entitled to the reversion immediately expectant on the determination of the Term;

1.29                    “this Lease” means this Underlease and any document which is supplemental to it, whether or not it is expressly stated to be so;

1.30                    “Lettable Areas” means those parts of the Building leased or intended to be leased to occupational tenants;

1.31                    “Net Internal Area” means the total floor area (expressed in Units of Measurement) measured in accordance with the Code of Measuring Practice;

1.32                    “Permitted Use” means good class offices within Class Bl (Business) of the Town and Country Planning (Use Classes) Order 1987 only and not any amendment or re-enactment of such Order made after the date of this Lease and purposes ancillary to such use (but excluding offices for a turf accountancy, pools promoter, estate agency, travel agency, staff agency, employment agency, job centre, government department,

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diplomatic or embassy purposes and any other use to which the Landlord may reasonably object on the grounds of good estate management);

1.33                     “Plan No. 1” and “Plan No. 2” mean respectively the plans or drawings numbered 1 and 2 annexed to this Lease;

1.34                     “Planning Acts” means the Town and Country Planning Act 1990, the Planning (Listed Buildings and Conservation Areas) Act 1990, the Planning (Hazardous Substances) Act 1990, the Planning (Consequential Provisions) Act 1990, and the Planning and Compensation Act 1991, the Planning and Compulsory Purchase Act 2004 and any other town and country planning or related legislation;

1.35                     “Premises” means those parts of the sixth floor of the Building shown edged hatched blue on Plan No. 2 including:-

1.35.1                     the internal plaster surfaces and finishes of any structural or load bearing walls and columns in or which enclose them, but not any other part of such walls and columns;

1.35.2                     the entirety of any non-structural or non-load bearing walls and columns in them;

1.35.3                     the inner half (severed medially) of any internal non-load bearing walls which divide them from any other part of the Building;

1.35.4                     the floor finishes of them and all carpets but the lower limit of the Premises shall not extend to anything below the floor finishes other than raised floors and the cavity below them which shall be included;

1.35.5                     the ceiling finishes of them, including suspended ceilings (if any) and light fittings but the upper limit of the Premises shall not extend to anything above the ceiling finishes other than the cavity above any suspended ceilings which shall be included;

1.35.6                     all internal window frames and window furniture and all glass in the windows and all doors, door furniture and door frames;

1.35.7                     all sanitary and hot and cold water apparatus and equipment and any radiators in them and all fire fighting equipment and hoses in them;

1.35.8                     all Conduits in them and exclusively serving the same, except those of any utility company;

1.35.9                     all landlord’s fixtures, fittings, plant, machinery, apparatus and equipment at any time in or on them (but not any air conditioning units, sprinklers and ducting and ancillary plant, machinery, apparatus or equipment);

1.35.10      any additions, alterations and improvements;

1.36          “Prescribed Rate” means four per cent (4%) per annum above the Base Rate;

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1.37                    “Present Tenant” means (in Schedule 4) the Tenant at the time the covenants on the part of the Guarantor are entered into and (in Schedule 7) the Tenant at the time the covenants on the part of the Present Tenant therein referred to are entered into;

1.38                    “President” means the President for the time being of the Royal Institution of Chartered Surveyors (or in the event that such Institution ceases to exist such other independent body as the Landlord may reasonably nominate) and includes the duly appointed deputy of the President or any person authorised by the President or by the Institution or nominated body to make appointments on his or its behalf;

1.39        “Principal Rent” means the rent payable under clause 4.1.1;

1.40        “Rents” means the sums payable by the Tenant under clause 4;

1.41                    “Retained Parts” means all parts of the Building which do not comprise Lettable Areas, including:-

1.41.1                    the Common Parts;

1.41.2                    office and residential or other accommodation which may, from time to time, be reserved in the Building for staff;

1.41.3                    any parts of the Building reserved by the Landlord for the housing of plant, machinery or equipment, or otherwise in connection with, or required for, the provision of services;

1.41.4                    all Conduits in, on, over or under, or exclusively serving the Building, except any that form part of the Lettable Areas;

1.41.5                    the main structure of the Building, including the roof and its structural parts, the foundations, all external walls, any internal structural or load bearing walls and columns, the structural slabs of the ceilings and floors, any party structures, boundary walls, railings and fences, and all exterior parts of the Building and any pavements, pavement lights, roads and car parking areas (if any) which form part of the Building;

1.42                   “Review Date” means 29 September 2008;

1.43                   “Schedule of Condition” means the schedule of condition annexed hereto;

1.44                   “Service Charge” has the meaning given to that expression in clause 33;

1.45                    “Superior Landlord” means the person for the time being entitled to any estate in the Building which is reversionary (whether immediate or mediate) upon the Landlord’s estate;

1.46                    “Superior Lease” means the lease of the Building dated 20 December 1988 and made between Hammerson (Amethyst) Properties Limited and Taisei Europe Limited (1) and the Landlord (then known as The Fuji Bank Limited) (2) for the term of 25 years from 29 September 1988 and any other lease of the Building which is reversionary (whether immediate or mediate) upon this Lease;

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1.47                  “Surrendered Lease” means the lease dated 25 July 1995 made between the Landlord (1) TMG Financial Products (Europe) Limited (2) and The Mutual Life Assurance Company of Canada (3) which was assigned to the Tenant by an assignment dated 1 July 1998 and which the Tenant surrendered on 30 November 2004;

1.48                  “Surveyor” means any person appointed by the Landlord to perform the function of a surveyor or an accountant for any purpose of this Lease and includes any employee of the Landlord or of a Group Company of the Landlord appointed for that purpose and any person appointed by the Landlord to collect the rents or to manage the Building but does not include the Review Surveyor as defined in clause 5;

1.49                  “Tenant” means the party named as ‘Tenant’ in this Lease and includes the Tenant’s successors in title and assigns and, in the case of an individual, his personal representatives;

1.50                  “Term” means the term of years specified in clause 3.1;

1.51                  “Term Commencement Date” means 8 January, 2007;

1.52                     “Unit/s of Measurement” means the unit/s of square measurement determined in accordance with the Code of Measuring Practice;

1.53                     “Utilities” means water, soil, steam, air, gas, electricity, radio, television, telegraphic, telephone, telecommunications and other services and supplies of whatsoever nature;

1.54                     “Utilities Charges” means those utilities described in clause 7.3.1 which the Landlord incurs the cost of;

1.55                     “Value Added Tax” means value added tax as defined in the Value Added Tax Act 1994 and any tax of a similar nature substituted for, or levied in addition to, such value added tax;

1.56                     “Working Day” means any day, other than a Saturday or Sunday, on which clearing banks in the United Kingdom are open to the public for the transaction of business.

2.              INTERPRETATION

Unless there is something in the subject or context inconsistent with the same:-

2.1                           every covenant by a party comprising more than one person shall be deemed to be made by such party jointly and severally;

2.2                           words importing persons shall include firms, companies and corporations and vice versa;

2.3                           any covenant by the Tenant not to do any act or thing shall include an obligation not to permit or suffer such act or thing to be done;

2.4                           any reference to the right of the Landlord to have access to, or to enter, the Premises shall be construed as extending to the Superior Landlord and to any mortgagee of the Landlord or the Superior Landlord and to all persons authorised by them, including agents, professional advisers, contractors, workmen and others;

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