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As filed with the Securities and Exchange Commission on April 24, 2008
Registration No. 333-143719
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
 
 
 
Amendment No. 6 to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
 
SS&C Technologies Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
     
Delaware   71-0987913
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)
 
7372
(Primary Standard Industrial Classification Code Number)
 
 
 
 
80 Lamberton Road
Windsor, Connecticut 06095
(860) 298-4500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
 
 
William C. Stone
Chairman of the Board and Chief Executive Officer
SS&C Technologies Holdings, Inc.
80 Lamberton Road
Windsor, Connecticut 06095
(860) 298-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
 
 
Copies to:
 
     
John A. Burgess, Esq.     Keith F. Higgins, Esq.
James R. Burke, Esq.     Christopher J. Austin, Esq.
Justin L. Ochs, Esq.   Ropes & Gray LLP
Wilmer Cutler Pickering Hale and Dorr LLP   One International Place
60 State Street   Boston, Massachusetts 02110
Boston, Massachusetts 02109   (617) 951-7000
(617) 526-6000    
 
 
 
 
Approximate date of commencement of proposed sale to the public:   As soon as practicable after this registration statement becomes effective.   o
 
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   o
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o             
 
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o             
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o             
 
 
 
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), shall determine.
 


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The information contained in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
 
PROSPECTUS (Subject to completion)
Issued April 24, 2008
 
           Shares
 
(SS AND C LOGO)
 
 
 
 
SS&C Technologies Holdings, Inc. is offering           shares of its common stock, and the selling stockholders are offering      shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $      and $      per share.
 
 
 
 
We have applied to list our common stock on the NASDAQ Global Market under the symbol “SSNC.”
 
 
 
 
Investing in our common stock involves risks. See “Risk Factors” beginning on page 13.
          
 
 
 
 
Price $      Per Share
 
 
 
 
                                 
                      Proceeds to
 
          Underwriting Discounts and
    Proceeds to
    Selling
 
    Price to Public     Commissions     SS&C Holdings     Stockholders  
 
Per Share
    $              $              $              $         
Total
    $                 $                 $                 $            
 
We have granted the underwriters the right to purchase up to an additional           shares to cover over-allotments.
 
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The underwriters expect to deliver the shares to purchasers on          , 2008.
 
 
 
 
Morgan Stanley Credit Suisse JPMorgan
 
 
 
 
Jefferies & Company Wachovia Securities
 
          , 2008


 

 
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    F-1  
  Ex-1.1 Form of Underwriting Agreement
  Ex-3.1 Certificate of Incorporation of the Registrant, as amended
  Ex-3.2 Bylaws of the Registrant, as amended
  Ex-3.3 Form of Restated Certificate of Incorporation of the Registrant
  Ex-3.4 Form of Amended and Restated Bylaws of the Registrant
  Ex-10.14 Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement
  EX-10.26 2008 Stock Incentive Plan
  ex-10.27 Form of 2008 Stock Incentive Plan Option Grant Notice and Stock Option Agreement
  EX-10.28 Amendment No.1 to Stockholders Agreement
  Ex-10.29 Amendment No.1 to the Service Provider Stockholders Agreement
  Ex-10.30 Amendment No. 1 to Management Agreement
  Ex-21 Subsidiaries
  Ex-23.2 Consents of PricewaterhouseCoopers LLP
 
 
 
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock.
 
Until          , 2008 (25 days after the commencement of this offering), all dealers that buy, sell or trade shares of our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
 
 
 
 
 
 
 


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PROSPECTUS SUMMARY
 
This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under “Risk Factors” beginning on page 13, and our consolidated financial statements and the accompanying notes, before making an investment decision.
 
Unless the context otherwise requires, in this prospectus, (1) “SS&C Holdings” means SS&C Technologies Holdings, Inc., our top-level holding company that was formerly known as Sunshine Acquisition Corporation, (2) “SS&C” means SS&C Technologies, Inc., our primary operating company and a direct wholly owned subsidiary of SS&C Holdings, and (3) “we,” “us” and “our” mean (a) prior to November 23, 2005, SS&C and its consolidated subsidiaries and (b) on and after November 23, 2005, SS&C Holdings and its consolidated subsidiaries, including SS&C.
 
SS&C TECHNOLOGIES HOLDINGS, INC.
 
Overview
 
We are a leading provider of mission-critical, sophisticated software products and software-enabled services that allow financial services providers to automate complex business processes and effectively manage their information processing requirements. Our portfolio of software products and rapidly deployable software-enabled services allows our clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting, and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing. Our solutions enable our clients to focus on core operations, better monitor and manage investment performance and risk, improve operating efficiency and reduce operating costs. We provide our solutions globally to more than 4,000 clients, principally within the institutional asset management, alternative investment management and financial institutions sectors.
 
We provide the global financial services industry with a broad range of both specialized software products, which are deployed at our clients’ facilities, and software-enabled services, which are managed and hosted at our facilities. Our software-enabled services, which combine the strengths of our proprietary software with our domain expertise, enable our clients to contract with us to provide many of their mission-critical and complex business processes. For example, we utilize our software to offer comprehensive fund administration services for alternative investment managers, including fund manager services, transfer agency services, fund of funds services, tax processing and accounting and processing. We offer clients the flexibility to choose from multiple software delivery options, including on-premise applications and hosted, multi-tenant or dedicated applications. Our principal software products and software-enabled services include:
 
     
•   Portfolio Management/Accounting
  •   Fund Administration Services
•   Financial Modeling
  •   Loan Management/Accounting
•   Trading/Treasury Operations
  •   Money Market Processing
 
Our business model is characterized by substantial contractually recurring revenues, high operating margins and significant cash flow. We generate revenues primarily through our high-value software-enabled services, which are typically sold on a long-term subscription basis and integrated into our clients’ business processes. We also generate revenues by licensing our software to clients through either perpetual or term licenses, both of which include annually renewable maintenance contracts. As a consequence, a significant portion of our revenues consists of subscription payments and maintenance fees and is contractually recurring in nature. Our pricing typically scales as a function of our clients’ assets under management, the complexity of asset classes managed and the volume of transactions.
 
Our contractually recurring revenue model helps us minimize the fluctuations in revenues and cash flows typically associated with up-front, perpetual software license revenues and enhances our ability to manage costs. Our contractually recurring revenues, which we define as our software-enabled services and maintenance


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revenues, increased as a percentage of total revenues from 52% in the year ended December 31, 2000 to 82% in the year ended December 31, 2007. We have experienced average revenue retention rates in each of the last five years of greater than 90% on our software-enabled services and maintenance contracts for our core enterprise products.
 
Through a combination of organic growth and acquisitions, we generated revenues of $248.2 million for the year ended December 31, 2007 as compared to revenues of $95.9 million for the year ended December 31, 2004. We generated 76% of our revenues in 2007 from clients in North America and 24% from clients outside North America. Our revenues are highly diversified, with our largest client in 2007 accounting for less than 5% of our revenues.
 
Our Industry
 
The financial services industry is a large, dynamic and growing market. According to a 2007 Gartner report, worldwide financial services industry spending on IT services and software is forecasted to grow from $179.4 billion in 2006 to $271.4 billion in 2011, representing an 8.6% compound annual growth rate. Additionally, worldwide financial services spending on outsourced process management is expected to grow from $29.9 billion in 2006 to $50.2 billion in 2011, representing an 11.0% compound annual growth rate. We expect our growth to continue due to a number of factors related to the financial services industry and evolving challenges faced by industry participants, including:
 
Growing Worldwide Financial Services Industry.   As both transaction volumes and assets under management increase, financial services providers require more advanced solutions to automate complex business processes and manage their information processing requirements. To keep pace with the rapid changes in the industry and remain competitive with other industry participants, financial services providers increasingly need to implement advanced software applications or utilize service offerings from third parties to manage their most critical and complex IT processes.
 
Increasing Willingness to Implement Solutions from Independent Software Vendors and Outsource IT Operations .  Rather than relying on their internal IT departments to develop applications that automate business processes, many financial services providers are implementing advanced software solutions from independent software vendors to replace their current systems, which are often cumbersome, time-consuming to operate and expensive to implement, customize, update and support. Additionally, financial services providers globally are outsourcing a growing percentage of their business processes to increase their efficiency and time to market.
 
Asset Classes and Securities Products Growing in Both Number and Complexity .  Investment professionals must increasingly track and invest in numerous types of asset classes and securities that are often far more complex than traditional equity and debt instruments, including mortgage- and asset-backed securities, derivatives, swaps, futures, repos and options. These assets require more sophisticated systems to automate functions such as trading and modeling, portfolio management, accounting, performance measurement, reconciliation, reporting, processing and clearing.
 
Increasing Regulatory Requirements.   Increasing domestic and foreign regulation is forcing compliance with more complicated and burdensome requirements for financial services providers. This has escalated demand for software solutions that both meet compliance requirements and reduce the burden of compliance reporting and enforcement.
 
Intense Global Competition Among Financial Services Providers.   Competition within the financial services industry has become intense as financial services providers expand into new markets and offer new services to their clients. In response to increasingly competitive conditions worldwide, financial services organizations seek to rapidly expand into new markets, increase front-office productivity by offering investment professionals greater modeling functionality and better tools to solve complex financial problems, and drive cost savings by utilizing software to automate and integrate their mission-critical and labor intensive business processes.


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Our Competitive Strengths
 
We believe that our position in the marketplace results from several key competitive strengths, including:
 
Broad Portfolio of Products and Services Focused on Financial Services Organizations .  Our broad portfolio of over 50 software products and software-enabled services allows professionals in the financial services industry to efficiently and rapidly analyze and manage information, increase productivity, devote more time to critical business decisions and reduce costs. We provide highly flexible, scalable and cost-effective solutions that enable our clients to track complex securities, better employ sophisticated investment strategies, scale efficiently with growing assets under management and meet evolving regulatory requirements.
 
Enhanced Profitability Through Software Ownership .  We use our proprietary software products and infrastructure to provide our software-enabled services, strengthening our overall operating margins. Because we use our own products in the execution of our software-enabled services and generally own and control our products’ source code, we can quickly identify and deploy product improvements and respond to client feedback.
 
Attractive Operating Model.   By growing our contractually recurring revenues from our software-enabled services and our maintenance contracts, we gain greater predictability in the operation of our business, reduce volatility in our revenues and earnings, enhance our ability to manage our business and strengthen long-term relationships with our clients. We have designed our software and software-enabled services to be highly scalable to accommodate significant additional business volumes with limited incremental costs, providing us with opportunities to improve our operating margins and generate significant operating cash flows. We utilize a direct sales force model that benefits from significant direct participation by senior management and leverages the Internet as a direct marketing medium.
 
Deep Domain Knowledge and Extensive Industry Experience.   As of December 31, 2007, we had 868 development and service professionals with significant expertise across the vertical markets that we serve and a deep working knowledge of our clients’ businesses. By leveraging our domain expertise and knowledge, we have developed, and continue to improve, our mission-critical software products and services to enable our clients to overcome the complexities inherent in their businesses.
 
Trusted Provider to Our Highly Diversified and Growing Client Base.   By providing mission-critical, reliable software products and services for more than 20 years, we have become a trusted provider to a large and growing installed base within multiple segments of the financial services industry. Our clients include some of the largest and most well-recognized firms in the financial services industry. Our strong client relationships provide us with a significant opportunity to sell additional solutions to our existing clients and drive future revenue growth at lower cost.
 
Superior Client Support and Focus.   Our ability to rapidly deliver improvements and our reputation for superior service have proven to be a strong competitive advantage when developing client relationships. We believe a close and active service and support relationship, which we foster through our dedicated client support teams for larger clients and through our interactive online client community, significantly enhances client satisfaction, strengthens client relationships and furnishes us with information regarding evolving client issues.
 
Our Growth Strategy
 
We intend to be the leading provider of superior technology solutions to the financial services industry. The key elements of our growth strategy include:
 
Continue to Develop Software-Enabled Services and New Proprietary Software.   Since our founding in 1986, we have focused on building substantial financial services domain expertise, which enables us to respond to our clients’ most complex financial, accounting, actuarial, tax and regulatory needs. We intend to maintain and enhance our technological leadership by using our domain expertise to build valuable new software-enabled services, continuing to invest in internal development and opportunistically acquiring products and services that address the highly specialized needs of the financial services industry. Our software-


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enabled services revenues increased from $30.9 million for the year ended December 31, 2004 to $141.3 million for the year ended December 31, 2007, representing a compound annual growth rate of 66%.
 
Expand Our Client Base.   Our client base of more than 4,000 clients represents a fraction of the total number of financial services providers globally. As a result, we believe there is substantial opportunity to grow our client base over time as our products become more widely adopted and to capitalize on the increasing adoption of mission-critical, sophisticated software and software-enabled services by financial services providers as they continue to replace inadequate legacy solutions and custom in-house solutions that are inflexible and costly to maintain.
 
Increase Revenues from Existing Clients.   Revenues from our existing clients generally grow along with the amount and complexity of assets that they manage and the volume of transactions that they execute. Many of our current clients use our products for a minority of their total assets under management and investment funds, providing us with significant opportunities to expand our business relationship and revenues. We have been successful in, and expect to continue to focus our marketing efforts on, providing additional modules or features to the products and services our existing clients already use, as well as cross-selling our other products and services. Moreover, our high quality of service helps us maintain significant client retention rates and longer lasting client relationships.
 
Continue to Capitalize on Acquisitions of Complementary Businesses and Technologies .  We intend to continue to employ a highly disciplined and focused acquisition strategy to broaden and enhance our product and service offerings, add new clients, supplement our internal development efforts and accelerate our expected growth. We believe that our acquisitions have been an extension of our research and development effort that has enabled us to purchase proven products and remove the uncertainties associated with software development projects. We have a proven ability to integrate complementary businesses as demonstrated by the 23 businesses that we have acquired since 1995. Our acquisitions have contributed marketable products or services that have added to our revenues and we have been able to improve the operational performance and profitability of our acquired businesses, creating significant value for our stockholders.
 
Strengthen Our International Presence.   We believe that there is a significant market opportunity to provide software and services to financial services providers outside North America. In 2007, we generated 24% of our revenues from clients outside North America. We are building our international operations in order to increase our sales outside North America. We plan to expand our international market presence by leveraging our existing software products and software-enabled services for alternative investment managers, which to date have primarily been implemented by U.S.-based alternative investment management firms.
 
Risks Associated with Our Business
 
Our business is subject to numerous risks and uncertainties, as more fully described under “Risk Factors” beginning on page 13, which you should carefully consider before purchasing our common stock. For example:
 
  •  Our business is affected by changes in the state of the general economy and the financial markets, and a slowdown or prolonged downturn in the general economy or the financial services industry could disproportionately affect demand for our products and services.
 
  •  We face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share.
 
  •  If we cannot attract, train and retain qualified managerial, technical and sales personnel, we may not be able to provide adequate technical expertise and customer service to our clients or maintain focus on our business strategy.
 
  •  Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our 11 3 / 4 % senior subordinated notes due 2013 and our senior credit facilities.
 
In addition, the ability of new investors to influence corporate matters may be limited because a small number of stockholders will beneficially own a substantial amount of our common stock after this offering.


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Following the completion of this offering, investment funds affiliated with Carlyle will beneficially own approximately     % of the outstanding shares of our common stock, and William C. Stone, our Chairman of the Board of Directors and Chief Executive Officer, will beneficially own approximately     % of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares.
 
Developments Since 2005
 
Since 2005, our business has continued to grow and we have made significant operational improvements. We acquired EisnerFast, Financial Interactive, Cogent Management and Northport, which enabled us to expand our software-enabled services for alternative investment managers, as well as MarginMan, Open Information Systems and Zoologic, which added software solutions to complement our product suite. We acquired and integrated the operations of Financial Models Company, which significantly increased our client base and product capabilities. Moreover, we have strengthened our product portfolio through internal development and introduced new offerings for institutional asset managers, alternative investment managers and mortgage and commercial loan managers. On November 23, 2005, SS&C was acquired by SS&C Holdings, which is currently owned principally by funds affiliated with The Carlyle Group and by William C. Stone, the Chairman of the Board and Chief Executive Officer of both SS&C and SS&C Holdings.
 
Principal Stockholder — The Carlyle Group
 
The Carlyle Group, or Carlyle, is a global private equity firm with $81.1 billion under management committed to 60 funds. Carlyle invests in buyouts, venture and growth capital, real estate and leveraged finance in Africa, Asia, Australia, Europe, North America and South America focusing on technology, aerospace and defense, automotive and transportation, consumer and retail, energy and power, financial services, healthcare, industrial, infrastructure, business services and telecommunications and media. Since 1987, the firm has invested $43.0 billion of equity in 774 transactions for a total purchase price of $229.3 billion. The Carlyle Group employs more than 1,000 people in 21 countries. In the aggregate, Carlyle portfolio companies have more than $87 billion in revenue and employ more than 286,000 people around the world. Carlyle deals have included the acquisitions of Open Solutions Inc., a leading provider of core processing software to financial institutions, Freescale Semiconductor, Inc., one of the world’s largest semiconductor companies, The Hertz Corporation, the largest worldwide car rental brand, Dex Media, Inc., a leading telephone directory publisher, and Blackboard, Inc., a leading e-learning platform provider.
 
The Going-Private Transaction
 
On November 23, 2005, SS&C Holdings, a Delaware corporation owned by investment funds affiliated with Carlyle, acquired SS&C through the merger of Sunshine Merger Corporation with and into SS&C, with SS&C being the surviving company and a wholly owned subsidiary of SS&C Holdings, and SS&C’s outstanding common stock converted into the right to receive $37.25 per share in cash. We refer to the acquisition of SS&C by SS&C Holdings as the “Acquisition.”
 
The following transactions occurred in connection with the Acquisition:
 
  •  Carlyle capitalized SS&C Holdings with an aggregate equity contribution of $381.0 million;
 
  •  William C. Stone, SS&C’s Chairman of the Board and Chief Executive Officer, contributed $165.0 million of equity in the form of stock and rollover options, and certain other management and employee option holders contributed approximately $9.0 million of additional equity in the form of rollover options, to SS&C Holdings;
 
  •  SS&C entered into senior secured credit facilities consisting of:
 
  –  a $75.0 million revolving credit facility, of which $10.0 million was drawn at closing; and
 
  –  a $275.0 million term loan B facility, which was fully drawn at closing and of which the equivalent of $75.0 million was drawn in Canadian dollars by one of SS&C’s Canadian subsidiaries;


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  •  SS&C issued and sold $205.0 million in aggregate principal amount of 11 3 / 4 % senior subordinated notes due 2013;
 
  •  all outstanding options to purchase shares of SS&C’s common stock became fully vested and immediately exercisable, and each outstanding option (other than options held by (1) non-employee directors, (2) certain individuals identified in a schedule to the Merger Agreement and (3) individuals who held options that were exercisable for fewer than 100 shares of SS&C’s common stock) were, subject to certain conditions, assumed by SS&C Holdings and converted into an option to acquire common stock of SS&C Holdings; and
 
  •  all in-the-money warrants to purchase shares of SS&C’s common stock were cancelled in exchange for cash equal to the excess of the transaction price over the exercise price of the warrants.
 
We refer to the Acquisition, the equity contributions to SS&C Holdings, the offering of the senior subordinated notes and the other transactions described above as the “Transaction.”
 
As a result of the Transaction, as of December 31, 2007, investment funds affiliated with Carlyle beneficially owned approximately 72% of the outstanding shares of common stock of SS&C Holdings and William C. Stone, the Chairman of the Board and Chief Executive Officer of each of SS&C and SS&C Holdings, beneficially owned approximately 31% of the outstanding shares of common stock of SS&C Holdings. See “Principal and Selling Stockholders” for additional information, including the calculation of beneficial ownership. The term “Successor” refers to us following the Acquisition, and the term “Predecessor” refers to us prior to the Acquisition.
 
The table set forth below compares the per share and aggregate amounts contributed to SS&C Holdings by William C. Stone, Carlyle and certain other management and employee option holders at the time of Transaction with the implied per share and aggregate value of the shares of our common stock at the time of this offering, based on an assumed initial public offering price of $      per share (which represents the mid-point of the range set forth on the cover of this prospectus):
 
         
    Time of
  Time of Initial
    Transaction   Public Offering
 
Per Share
  $        $     
Aggregate
  $     million   $     million
 
 
 
 
Additional Information
 
SS&C Holdings was incorporated in Delaware as Sunshine Acquisition Corporation in July 2005 and changed its name to SS&C Technologies Holdings, Inc. in June 2007. SS&C was organized as a Connecticut corporation in March 1986 and reincorporated as a Delaware corporation in April 1996. On November 23, 2005, SS&C Holdings acquired SS&C, as described above under “The Going-Private Transaction.” Our principal executive offices are located at 80 Lamberton Road, Windsor, Connecticut 06095, and our telephone number at that location is (860) 298-4500. Our website address is www.ssctech.com. Information contained on our website does not constitute a part of this prospectus.


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THE OFFERING
 
Common stock offered by SS&C Technologies Holdings, Inc. 
           shares
 
Common stock offered by the selling stockholders
            shares
 
  Total
          
 shares
 
Common stock to be outstanding after this offering
           shares
 
Over-allotment option offered by SS&C Technologies Holdings, Inc.
We have granted the underwriters a 30-day option to purchase up to      shares of our common stock.
 
Use of proceeds We intend to use a majority of our net proceeds of this offering to redeem up to $71.75 million in principal amount of our outstanding 11 3 / 4 % senior subordinated notes due 2013 at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest, and the balance of our net proceeds for working capital and other general corporate purposes, including potential acquisitions. See “Use of Proceeds” for additional information. We will not receive any proceeds from the sale of shares by the selling stockholders, except for the aggregate exercise price of options held by certain selling stockholders.
 
Proposed NASDAQ Global Market symbol
“SSNC”
 
The number of shares of our common stock to be outstanding following this offering is based on the number of shares of our common stock outstanding as of December 31, 2007. The outstanding share number excludes:
 
  •  12,155,024 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2007 at a weighted average exercise price of $7.70 per share;
 
  •  1,296,907 shares of common stock reserved as of December 31, 2007 for future issuance under our 2006 equity incentive plan; and
 
  •  1,250,000 shares of common stock reserved as of the date of this prospectus for future issuance under our 2008 stock incentive plan.
 
The shares of common stock offered by us and the selling stockholders in this offering will represent     % of the total shares of common stock to be outstanding after this offering.
 
Unless otherwise indicated, all information in this prospectus reflects and assumes the following:
 
  •  no exercise of outstanding options after December 31, 2007;
 
  •  a 7.5-for-1 stock split of our common stock that was effected on April 23, 2008;
 
  •  the effectiveness upon the closing of this offering of our restated certificate of incorporation and our amended and restated bylaws, which contain provisions customary for public companies, as more fully described below under “Description of Capital Stock”; and
 
  •  no exercise by the underwriters of their over-allotment option.


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Summary Consolidated Financial Data
 
The tables below summarize our consolidated financial information as of and for the periods indicated. You should read the following information together with the more detailed information contained in “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes.
 
On November 23, 2005, SS&C Holdings acquired SS&C through the merger of Sunshine Merger Corporation, a wholly owned subsidiary of SS&C Holdings, with and into SS&C, with SS&C being the surviving company and a wholly owned subsidiary of SS&C Holdings. We refer to the acquisition of SS&C by SS&C Holdings as the “Acquisition.” We refer to the Acquisition, together with related transactions entered into to finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, as the “Transaction.”
 
The term “Successor” refers to us following the Acquisition, and the term “Predecessor” refers to us prior to the Acquisition. Certain financial information in this prospectus for the Predecessor period from January 1, 2005 through November 22, 2005 and the Successor period from November 23, 2005 through December 31, 2005 has been presented on a combined basis. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” for a discussion of the presentation of our results for the year ended December 31, 2005 on a combined basis.
 
The as adjusted balance sheet data set forth below give effect to the sale by us of      shares of our common stock in this offering at an assumed initial public offering price of      per share (the midpoint of the range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a majority of the net proceeds thereof to redeem $71.75 million in original principal amount of our outstanding 11 3 / 4 % senior subordinated notes at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest. The as adjusted balance sheet also gives effect to our receipt of the aggregate exercise price for the      shares of common stock to be acquired by certain of the selling stockholders upon exercise of options and a loss on extinguishment of debt of approximately $10.5 million, including an $8.4 million redemption premium and a non-cash charge of approximately $2.1 million relating to the write-off of deferred financing fees attributable to the redeemed notes.
 


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    Predecessor     Successor     Combined     Successor        
    Year
    January 1
    November 23
    Year
    Year
    Year
       
    Ended
    through
    through
    Ended
    Ended
    Ended
       
    December 31,
    November 22,
    December 31,
    December 31,
    December 31,
    December 31,
       
    2004     2005     2005     2005(1)     2006     2007        
    (In thousands, except per share and percentage data)  
 
Statement of Operations Data:
                                                       
Revenues:
                                                       
Software licenses
  $ 17,250     $ 20,147     $ 3,587     $ 23,734     $ 22,925     $ 27,514          
Maintenance
    36,433       44,064       3,701       47,765       55,222       61,910          
Professional services
    11,320       12,565       2,520       15,085       19,582       17,491          
Software-enabled services
    30,885       67,193       7,857       75,050       107,740       141,253          
                                                         
Total revenues
    95,888       143,969       17,665       161,634       205,469       248,168          
Total cost of revenues
    33,770       59,004       7,627       66,631       100,016       128,882          
                                                         
Gross profit
    62,118       84,965       10,038       95,003       105,453       119,286          
                                                         
Operating expenses:
                                                       
Selling, marketing, general and administrative
    18,748       25,078       2,504       27,582       37,964       44,274          
Research and development
    13,957       19,199       2,071       21,270       23,620       26,282          
Merger costs
          36,912             36,912                      
                                                         
Total operating expenses
    32,705       81,189       4,575       85,764       61,584       70,556          
                                                         
Operating income
    29,413       3,776       5,463       9,239       43,869       48,730          
Interest income
    1,536       1,031       30       1,061       388       939          
Interest expense
    (8 )     (2,092 )     (4,920 )     (7,012 )     (47,427 )     (45,463 )        
Other income, net
    99       655       258       913       456       1,911          
                                                         
Income (loss) before income taxes
    31,040       3,370       831       4,201       (2,714 )     6,117          
Provision (benefit) for income taxes
    12,030       2,658             2,658       (3,789 )     (458 )        
                                                         
Net income
  $ 19,010     $ 712     $ 831     $ 1,543     $ 1,075     $ 6,575          
                                                         
Earnings per share(2) 
                                                       
Basic
  $ 0.90     $ 0.03     $ 0.02             $ 0.02     $ 0.12          
                                                         
Diluted
  $ 0.84     $ 0.03     $ 0.02             $ 0.02     $ 0.12          
                                                         
Weighted average shares outstanding(2)
                                                       
Basic
    21,185       23,300       53,063               53,093       53,157          
Diluted
    22,499       24,478       54,853               54,867       55,953          
Other financial data:
                                                       
Recurring revenue percentage(3)
    70.2 %     77.3 %     65.4 %     76.0 %     79.3 %     81.9 %        
Consolidated EBITDA(4)
          $ 64,989     $ 8,588     $ 73,577     $ 83,998     $ 98,667          
 
                 
    As of December 31, 2007  
    Actual     As Adjusted  
    (In thousands)  
 
Balance Sheet Data:
               
Cash and cash equivalents
  $ 19,175     $          
Working capital
    8,016          
Total assets
    1,190,495          
11 3 / 4 % senior subordinated notes due 2013
    205,000          
Senior credit facility, including current portion
    238,009          
Total stockholders’ equity
    612,593          
 
A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the as adjusted amount of each of cash and cash equivalents, working capital, total assets and total stockholders’ equity by approximately $      million, assuming that the number of shares offered by us, as set

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forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts commissions and estimated offering expenses payable by us.
 
 
(1) Our combined results for the year ended December 31, 2005 represent the addition of the Predecessor period from January 1, 2005 through November 22, 2005 and the Successor period from November 23, 2005 through December 31, 2005. This combination does not comply with generally accepted accounting principles (GAAP) or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.
 
(2) Amounts for the Predecessor periods are computed based upon the capital structure in existence prior to the Acquisition. Amounts for the Successor periods are computed based upon the capital structure in existence subsequent to the Acquisition.
 
(3) Recurring revenue percentage represents software-enabled services revenues and maintenance revenues as a percentage of total revenues. We do not believe that the recurring revenue percentage for the Successor period of 2005 is meaningful because such period is only five weeks in duration and not indicative of our overall trends.
 
(4) Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in our senior credit facilities, which are material facilities supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under our senior credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratios and other financial condition tests contained in our senior credit facilities. Consolidated EBITDA is not presented for the year ended December 31, 2004 because we did not have any senior credit facilities that required the calculation of Consolidated EBITDA for that year.
 
Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.
 
The breach of covenants in our senior credit facilities that are tied to ratios based on Consolidated EBITDA could result in a default under that agreement, in which case the lenders could elect to declare all amounts borrowed due and payable and to terminate any commitments they have to provide further borrowings. Any such acceleration would also result in a default under our indenture. Any default and subsequent acceleration of payments under our debt agreements would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Consolidated EBITDA.
 
Consolidated EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, our senior credit facilities require that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.
 
Consolidated EBITDA is not a recognized measurement under GAAP, and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income (loss), which is the most directly comparable GAAP financial measure, including:
 
  •  Consolidated EBITDA does not reflect the provision of income tax expense in our various jurisdictions;


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  •  Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;
 
  •  Consolidated EBITDA does not reflect any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges;
 
  •  Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock option awards; and
 
  •  Consolidated EBITDA excludes expenses that we believe are unusual or non-recurring, but which others may believe are normal expenses for the operation of a business.
 
The following is a reconciliation of net income to EBITDA and Consolidated EBITDA:
 
                                           
    Predecessor       Successor     Combined     Successor  
            Period
                   
    Period
      from
                   
    from
      November 23,
                   
    January 1
      2005
    Year
    Year
    Year
 
    through
      through
    Ended
    Ended
    Ended
 
    November 22,
      December 31,
    December 31,
    December 31,
    December 31,
 
    2005       2005     2005     2006     2007  
    (In thousands)  
Net income
  $ 712       $ 831     $ 1,543     $ 1,075     $ 6,575  
Interest expense, net
    1,061         4,890       5,951       47,039       44,524  
Income taxes
    2,658               2,658       (3,789 )     (458 )
Depreciation and amortization
    9,575         2,301       11,876       27,128       35,047  
                                           
EBITDA
    14,006         8,022       22,028       71,453       85,668  
Purchase accounting adjustments(a)
            616       616       3,017       (296 )
Merger costs
    36,912               36,912              
Capital-based taxes
                        1,841       1,721  
Unusual or non-recurring charges (income)(b)
    (737 )       (242 )     (979 )     1,485       (1,718 )
Acquired EBITDA and cost savings(c)
    14,808         85       14,893       1,147       135  
Stock-based compensation
                        3,871       10,979  
Other(d)
            107       107       1,184       2,158  
                                           
Consolidated EBITDA
  $ 64,989       $ 8,588     $ 73,577     $ 83,998     $ 98,667  
                                           
 
 
(a) Purchase accounting adjustments include (1) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of the Transaction and (2) an adjustment to increase rent expense by the amount that would have been recognized if lease obligations were not adjusted to fair value at the date of the Transaction.
 
(b) Unusual or non-recurring charges include foreign currency gains and losses, gains and losses on the sales of marketable securities, equity earnings and losses on investments, proceeds and payments associated with legal and other settlements, costs associated with the closing of a regional office and other one-time gains and expenses.
 
(c) Acquired EBITDA and cost savings reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period and cost savings to be realized from such acquisitions.
 
(d) Other includes management fees and related expenses paid to Carlyle and the non-cash portion of straight-line rent expense.
 
Consolidated EBITDA and Consolidated Leverage Ratios
 
Our senior credit facilities require us to maintain both a maximum consolidated total leverage to Consolidated EBITDA ratio (currently no more than 6.00) and a minimum Consolidated EBITDA to consolidated net interest coverage ratio (currently not less than 1.70), in each case calculated for the trailing four quarters.
 
The table below summarizes our Consolidated EBITDA, consolidated total leverage ratio and consolidated net interest coverage ratio for the periods presented.


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    Combined   Successor
                Twelve Months
    Twelve Months
  Twelve Months
  Twelve Months
  Ended
    Ended
  Ended
  Ended
  December 31, 2007
    December 31, 2005   December 31, 2006   December 31, 2007   (As adjusted)(5)
    (In thousands, except ratio data)
 
Consolidated EBITDA(1)
  $ 73,577     $ 83,998     $ 98,667     $        
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 6.00)(2)
    6.43       5.48       4.30              
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 1.70)(3)
    10.87 (4)     1.88       2.34              
 
 
(1) We reconcile our Consolidated EBITDA for the trailing four quarters to net income for the same period using the same methods set forth above.
 
(2) Consolidated total leverage ratio is defined in our senior credit facilities at the last day of any period of four consecutive fiscal quarters, as the ratio of (a) the principal amount of all debt at such date, minus the amount, up to a maximum amount of $30,000,000, of cash and cash equivalents to (b) Consolidated EBITDA. The maximum consolidated total leverage ratio for 2008 is 6.00. The maximum consolidated total leverage ratio for 2007 was 6.75 and for 2006 was 7.50. There was no maximum consolidated total leverage ratio covenant prior to June 30, 2006.
 
(3) Consolidated net interest coverage ratio is defined in our senior credit facilities as for any period, the ratio of (a) Consolidated EBITDA for such period to (b) total cash interest expense for such period with respect to all outstanding indebtedness minus total cash interest income for such period. The minimum consolidated net interest coverage ratio for 2008 is 1.70. The minimum consolidated net interest coverage ratio for 2007 was 1.50 and for 2006 was 1.40. There was no minimum consolidated net interest coverage ratio covenant prior to June 30, 2006.
 
(4) This ratio is not comparable because we did not incur debt under our existing senior credit facilities until November 2005 in connection with the Transaction.
 
(5) As adjusted to give effect to the sale by us of           shares of our common stock in this offering at an assumed initial public offering price of $      per share (the midpoint of the range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a majority of the net proceeds thereof to redeem $71.75 million in original principal amount of our outstanding 11 3 / 4 % senior subordinated notes at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest. The as adjusted data also give effect to our receipt of the aggregate exercise price for the           shares of common stock to be acquired by certain of the selling stockholders upon exercise of options.


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RISK FACTORS
 
Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors, as well as the other information in this prospectus, before deciding whether to invest in our common stock. If any of the following risks materializes, our business, financial condition and results of operations would suffer. The trading price of our common stock could decline as a result of any of these risks, and you might lose all or part of your investment in our common stock.
 
Risks Relating to Our Business
 
Our business is affected by changes in the state of the general economy and the financial markets, and a slowdown or prolonged downturn in the general economy or the financial services industry could disproportionately affect the demand for our products and services.
 
Our clients include a range of organizations in the financial services industry whose success is intrinsically linked to the health of the economy generally and of the financial markets specifically. As a result, we believe that fluctuations, disruptions, instability or prolonged downturns in the general economy and the financial services industry could disproportionately affect demand for our products and services. For example, such fluctuations, disruptions, instability or downturns may cause our clients to do the following:
 
  •  cancel or reduce planned expenditures for our products and services;
 
  •  seek to lower their costs by renegotiating their contracts with us;
 
  •  move their IT solutions in-house;
 
  •  switch to lower-priced solutions provided by our competitors; or
 
  •  exit the industry.
 
If such conditions occur and persist, our business and financial results, including our liquidity and our ability to fulfill our obligations to the holders of our 11 3 / 4 % senior subordinated notes due 2013, which we refer to as the notes or senior subordinated notes, and our other lenders, could be materially adversely affected.
 
Further or accelerated consolidations in the financial services industry could result in a decline in demand for our products and services.
 
If financial services firms continue to consolidate, as they have over the past decade, there could be a decline in demand for our products and services. For example, if a client merges with a firm using its own solution or another vendor’s solution, it could decide to consolidate its processing on a non-SS&C system. The resulting decline in demand for our products and services could have a material adverse effect on our revenues. For instance, in 2007, a client that represented 4.5% of our revenues in 2007 was acquired in a tender offer transaction. Although the effect of the acquisition on our business is not yet known, if that client were to stop using our products and services as a result of the acquisition, it could cause a significant decrease in our revenues, at least in the short term.
 
We expect that our operating results, including our profit margins and profitability, may fluctuate over time.
 
Historically, our revenues, profit margins and other operating results have fluctuated from period to period and over time primarily due to the timing, size and nature of our license and service transactions. Additional factors that may lead to such fluctuation include:
 
  •  the timing of the introduction and the market acceptance of new products, product enhancements or services by us or our competitors;
 
  •  the lengthy and often unpredictable sales cycles of large client engagements;
 
  •  the amount and timing of our operating costs and other expenses;


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  •  the financial health of our clients;
 
  •  changes in the volume of assets under our clients’ management;
 
  •  cancellations of maintenance and/or software-enabled services arrangements by our clients;
 
  •  changes in local, national and international regulatory requirements;
 
  •  changes in our personnel;
 
  •  implementation of our licensing contracts and software-enabled services arrangements;
 
  •  changes in economic and financial market conditions; and
 
  •  changes in the mix in the types of products and services we provide.
 
If we are unable to retain and attract clients, our revenues and net income would remain stagnant or decline.
 
If we are unable to keep existing clients satisfied, sell additional products and services to existing clients or attract new clients, then our revenues and net income would remain stagnant or decline. A variety of factors could affect our ability to successfully retain and attract clients, including:
 
  •  the level of demand for our products and services;
 
  •  the level of client spending for information technology;
 
  •  the level of competition from internal client solutions and from other vendors;
 
  •  the quality of our client service;
 
  •  our ability to update our products and services and develop new products and services needed by clients;
 
  •  our ability to understand the organization and processes of our clients; and
 
  •  our ability to integrate and manage acquired businesses.
 
We face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share.
 
The market for financial services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions and marketing efforts by industry participants. The market is also highly fragmented and served by numerous firms that target only local markets or specific client types. We also face competition from information systems developed and serviced internally by the IT departments of financial services firms.
 
Some of our current and potential competitors have significantly greater financial, technical and marketing resources, generate higher revenues and have greater name recognition. Our current or potential competitors may develop products comparable or superior to those developed by us, or adapt more quickly to new technologies, evolving industry trends or changing client or regulatory requirements. It is also possible that alliances among competitors may emerge and rapidly acquire significant market share. Increased competition may result in price reductions, reduced gross margins and loss of market share. Accordingly, our business may not grow as expected and may decline.
 
Catastrophic events may adversely affect our ability to provide, our clients’ ability to use, and the demand for, our products and services, which may disrupt our business and cause a decline in revenues.
 
A war, terrorist attack, natural disaster or other catastrophe may adversely affect our business. A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our clients, the financial markets or the overall economy and reducing our ability to provide, our clients’ ability to use, and the demand for, our products and services. The potential for a direct impact is due


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primarily to our significant investment in infrastructure. Although we maintain redundant facilities and have contingency plans in place to protect against both man-made and natural threats, it is impossible to fully anticipate and protect against all potential catastrophes. A computer virus, security breach, criminal act, military action, power or communication failure, flood, severe storm or the like could lead to service interruptions and data losses for clients, disruptions to our operations, or damage to important facilities. In addition, such an event may cause clients to cancel their agreements with us for our products or services. Any of these events could cause a decline in our revenues.
 
Our software-enabled services may be subject to disruptions that could adversely affect our reputation and result in client dissatisfaction and lost business.
 
Our software-enabled services maintain and process confidential data on behalf of our clients, some of which is critical to their business operations. For example, our trading systems maintain account and trading information for our clients and their customers. There is no guarantee that the systems and procedures that we maintain to protect against unauthorized access to such information are adequate to protect against all security breaches. If our software-enabled services are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, our clients could experience data loss, financial loss, harm to their reputation and significant business interruption. If that happens, we may be exposed to unexpected liability, our clients may leave, our reputation may be tarnished, and client dissatisfaction and lost business may result.
 
We may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating our acquisitions, which could adversely affect our revenues, subject us to unknown liabilities, increase costs and place a significant strain on our management.
 
We have made and intend in the future to make acquisitions of companies, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities. However, acquisitions could subject us to contingent or unknown liabilities, and we may have to incur debt or severance liabilities or write off investments, infrastructure costs or other assets.
 
Our success is also dependent on our ability to complete the integration of the operations of acquired businesses in an efficient and effective manner. Successful integration in the rapidly changing financial services software and services industry may be more difficult to accomplish than in other industries. We may not realize the benefits we anticipate from acquisitions, such as lower costs or increased revenues. We may also realize such benefits more slowly than anticipated, due to our inability to:
 
  •  combine operations, facilities and differing firm cultures;
 
  •  retain the clients or employees of acquired entities;
 
  •  generate market demand for new products and services;
 
  •  coordinate geographically dispersed operations and successfully adapt to the complexities of international operations;
 
  •  integrate the technical teams of these companies with our engineering organization;
 
  •  incorporate acquired technologies and products into our current and future product lines; and
 
  •  integrate the products and services of these companies with our business, where we do not have distribution, marketing or support experience for such products and services.
 
Integration may not be smooth or successful. The inability of management to successfully integrate the operations of acquired companies could disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses and harm our operating results or financial condition. Such acquisitions may also place a significant strain on our administrative, operational, financial and other resources. To manage growth effectively, we must continue to improve our management and operational controls, enhance our


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reporting systems and procedures, integrate new personnel and manage expanded operations. If we are unable to manage our growth and the related expansion in our operations from recent and future acquisitions, our business may be harmed through a decreased ability to monitor and control effectively our operations and a decrease in the quality of work and innovation of our employees.
 
If we cannot attract, train and retain qualified managerial, technical and sales personnel, we may not be able to provide adequate technical expertise and customer service to our clients or maintain focus on our business strategy.
 
We believe that our success is due in part to our experienced management team. We depend in large part upon the continued contribution of our senior management and, in particular, William C. Stone, our Chief Executive Officer and Chairman of the Board of Directors. Losing the services of one or more members of our senior management could significantly delay or prevent the achievement of our business objectives. Mr. Stone has been instrumental in developing our business strategy and forging our business relationships since he founded the company in 1986. We maintain no key man life insurance policies for Mr. Stone or any other senior officers or managers.
 
Our success is also dependent upon our ability to attract, train and retain highly skilled technical and sales personnel. Loss of the services of these employees could materially affect our operations. Competition for qualified technical personnel in the software industry is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations.
 
Locating candidates with the appropriate qualifications, particularly in the desired geographic location and with the necessary subject matter expertise, is difficult. Our failure to attract and retain a sufficient number of highly skilled employees could prevent us from developing and servicing our products at the same levels as our competitors and we may, therefore, lose potential clients and suffer a decline in revenues.
 
If we are unable to protect our proprietary technology, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized use of our technology, disclosure of our proprietary information or inability to license technology from third parties.
 
Our success and ability to compete depends in part upon our ability to protect our proprietary technology. We rely on a combination of trade secret, copyright and trademark law, nondisclosure agreements and technical measures to protect our proprietary technology. We have registered trademarks for some of our products and will continue to evaluate the registration of additional trademarks as appropriate. We generally enter into confidentiality and/or license agreements with our employees, distributors, clients and potential clients. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. These efforts may be insufficient to prevent third parties from asserting intellectual property rights in our technology. Furthermore, it may be possible for unauthorized third parties to copy portions of our products or to reverse engineer or otherwise obtain and use our proprietary information, and third parties may assert ownership rights in our proprietary technology.
 
Existing patent and copyright laws afford only limited protection. Others may develop substantially equivalent or superseding proprietary technology, or competitors may offer equivalent products in competition with our products, thereby substantially reducing the value of our proprietary rights. We cannot be sure that our proprietary technology does not include open-source software, free-ware, share-ware or other publicly available technology. There are many patents in the financial services field. As a result, we are subject to the risk that others will claim that the important technology we have developed, acquired or incorporated into our products will infringe the rights, including the patent rights, such persons may hold. Third parties also could claim that our software incorporates publicly available software and that, as a result, we must publicly disclose our source code. Because we rely on confidentiality for protection, such an event could result in a material loss of our intellectual property rights. Expensive and time-consuming litigation may be necessary to protect our proprietary rights.
 
We have acquired and may acquire important technology rights through our acquisitions and have often incorporated and may incorporate features of this technology across many products and services. As a result,


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we are subject to the above risks and the additional risk that the seller of the technology rights may not have appropriately protected the intellectual property rights we acquired. Indemnification and other rights under applicable acquisition documents are limited in term and scope and therefore provide us with only limited protection.
 
In addition, we currently use certain third-party software in providing our products and services, such as industry standard databases and report writers. If we lost our licenses to use such software or if such licenses were found to infringe upon the rights of others, we would need to seek alternative means of obtaining the licensed software to continue to provide our products or services. Our inability to replace such software, or to replace such software in a timely manner, could have a negative impact on our operations and financial results.
 
We could become subject to litigation regarding intellectual property rights, which could seriously harm our business and require us to incur significant costs, which, in turn, could reduce or eliminate profits.
 
In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. While we are not currently a party to any litigation asserting that we have violated third-party intellectual property rights, we may be a party to litigation in the future to enforce our intellectual property rights or as a result of an allegation that we infringe others’ intellectual property rights, including patents, trademarks and copyrights. From time to time we have received notices claiming our technology may infringe third-party intellectual property rights. Any parties asserting that our products or services infringe upon their proprietary rights could force us to defend ourselves and possibly our clients against the alleged infringement. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our proprietary rights. These lawsuits, regardless of their success, could be time-consuming and expensive to resolve, adversely affect our revenues, profitability and prospects and divert management time and attention away from our operations. We may be required to re-engineer our products or services or obtain a license of third-party technologies on unfavorable terms.
 
Our failure to continue to derive substantial revenues from the licensing of, or the provision of software-enabled services relating to, our CAMRA, TradeThru, Pacer, AdvisorWare and Total Return software, and the provision of maintenance and professional services in support of such licensed software, could adversely affect our ability to sustain or grow our revenues and harm our business, financial condition and results of operations.
 
The licensing of, and the provision of software-enabled services, maintenance and professional services relating to, our CAMRA, TradeThru, Pacer, AdvisorWare and Total Return software accounted for approximately 52% of our revenues for the year ended December 31, 2007. We expect that the revenues from these software products and services will continue to account for a significant portion of our total revenues for the foreseeable future. As a result, factors adversely affecting the pricing of or demand for such products and services, such as competition or technological change, could have a material adverse effect on our ability to sustain or grow our revenues and harm our business, financial condition and results of operations.
 
We may be unable to adapt to rapidly changing technology and evolving industry standards and regulatory requirements, and our inability to introduce new products and services could result in a loss of market share.
 
Rapidly changing technology, evolving industry standards and regulatory requirements and new product and service introductions characterize the market for our products and services. Our future success will depend in part upon our ability to enhance our existing products and services and to develop and introduce new products and services to keep pace with such changes and developments and to meet changing client needs. The process of developing our software products is extremely complex and is expected to become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and technologies. Our ability to keep up with technology and business and regulatory changes is subject to a number of risks, including that:
 
  •  we may find it difficult or costly to update our services and software and to develop new products and services quickly enough to meet our clients’ needs;


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  •  we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed operating systems;
 
  •  we may find it difficult or costly to update our software and services to keep pace with business, evolving industry standards, regulatory and other developments in the industries where our clients operate; and
 
  •  we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential information stored on our computers or transmitted over our network.
 
Our failure to enhance our existing products and services and to develop and introduce new products and services to promptly address the needs of the financial markets could adversely affect our business and results of operations.
 
Undetected software design defects, errors or failures may result in loss of our clients’ data, litigation against us and harm to our reputation and business.
 
Our software products are highly complex and sophisticated and could contain design defects or software errors that are difficult to detect and correct. Errors or bugs may result in loss of client data or require design modifications. We cannot assure you that, despite testing by us and our clients, errors will not be found in new products, which errors could result in data unavailability, loss or corruption of client assets, litigation and other claims for damages against us. The cost of defending such a lawsuit, regardless of its merit, could be substantial and could divert management’s attention from ongoing operations of the company. In addition, if our business liability insurance coverage proves inadequate with respect to a claim or future coverage is unavailable on acceptable terms or at all, we may be liable for payment of substantial damages. Any or all of these potential consequences could have an adverse impact on our operating results and financial condition.
 
Challenges in maintaining and expanding our international operations can result in increased costs, delayed sales efforts and uncertainty with respect to our intellectual property rights and results of operations.
 
For the years ended December 31, 2005, 2006 and 2007, international revenues accounted for 37%, 40% and 41%, respectively, of our total revenues. We sell certain of our products, such as Altair, Mabel and Pacer, primarily outside the United States. Our international business may be subject to a variety of risks, including:
 
  •  changes in a specific country’s or region’s political or economic condition;
 
  •  difficulties in obtaining U.S. export licenses;
 
  •  potentially longer payment cycles;
 
  •  increased costs associated with maintaining international marketing efforts;
 
  •  foreign currency fluctuations;
 
  •  the introduction of non-tariff barriers and higher duty rates;
 
  •  foreign regulatory compliance; and
 
  •  difficulties in enforcement of third-party contractual obligations and intellectual property rights.
 
Such factors could have a material adverse effect on our ability to meet our growth and revenue projections and negatively affect our results of operations.
 
Risks Relating to Our Substantial Indebtedness
 
Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our 11 3 / 4 % senior subordinated notes due 2013 and our senior credit facilities.
 
We have incurred a significant amount of indebtedness. As of December 31, 2007, we had total indebtedness of $443.0 million and additional available borrowings of $75.0 million under our revolving credit facility. Our total indebtedness consisted of $205.0 million of 11 3 / 4 % senior subordinated notes due 2013 and $238.0 million of secured indebtedness under our term loan B facility.


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Our substantial indebtedness could have important consequences. For example, it could:
 
  •  make it more difficult for us to satisfy our obligations with respect to our notes and our senior credit facilities;
 
  •  require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;
 
  •  increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
 
  •  expose us to the risk of increased interest rates as borrowings under our senior credit facilities are subject to variable rates of interest;
 
  •  place us at a competitive disadvantage compared to our competitors that have less debt; and
 
  •  limit our ability to borrow additional funds.
 
In addition, the indenture governing the notes and the agreement governing our senior credit facilities contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.
 
To service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.
 
We are obligated to make periodic principal and interest payments on our senior and subordinated debt of approximately $43 million annually. Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
 
We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facilities and the notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all.
 
Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial financial leverage.
 
We and our subsidiaries may be able to incur substantial additional indebtedness in the future because the terms of the indenture governing the notes and our senior credit facilities do not fully prohibit us or our subsidiaries from doing so. Subject to covenant compliance and certain conditions, our senior credit facilities permit additional borrowing, including borrowing up to $75.0 million under our revolving credit facility. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.


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Restrictive covenants in the indenture governing the notes and the agreement governing our senior credit facilities may restrict our ability to pursue our business strategies.
 
The indenture governing the notes and the agreement governing our senior credit facilities limit SS&C’s ability, among other things, to:
 
  •  incur additional indebtedness;
 
  •  sell assets, including capital stock of restricted subsidiaries;
 
  •  agree to payment restrictions affecting SS&C’s restricted subsidiaries;
 
  •  pay dividends;
 
  •  consolidate, merge, sell or otherwise dispose of all or substantially all of SS&C’s assets;
 
  •  make strategic acquisitions;
 
  •  enter into transactions with SS&C’s affiliates;
 
  •  incur liens; and
 
  •  designate any of SS&C’s subsidiaries as unrestricted subsidiaries.
 
In addition, our senior credit facilities include other covenants which, subject to permitted exceptions, prohibit us from making capital expenditures in excess of certain thresholds, making investments, loans and other advances, engaging in sale-leaseback transactions, entering into speculative hedging agreements, and prepaying our other indebtedness while indebtedness under our senior credit facilities is outstanding. The agreement governing our senior credit facilities also requires us to maintain compliance with specified financial ratios, particularly a leverage ratio and an interest coverage ratio. Our ability to comply with these ratios may be affected by events beyond our control. See “Description of Certain Indebtedness — Senior Credit Facilities” for additional information.
 
The restrictions contained in the indenture governing the notes and the agreement governing our senior credit facilities could limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.
 
A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in a default under the agreement governing our senior credit facilities. If a default occurs, the lenders under our senior credit facilities may elect to:
 
  •  declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable; or
 
  •  prevent us from making payments on the notes,
 
either of which would result in an event of default under the notes. The lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay outstanding borrowings when due, the lenders under our senior credit facilities also have the right to proceed against the collateral, including our available cash, granted to them to secure the indebtedness. If the indebtedness under our senior credit facilities and the notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness.
 
We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.
 
Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our senior credit facilities will not allow such repurchases. In addition, certain important corporate events, such as


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leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture governing the notes.
 
Risks Relating to This Offering and Ownership of Our Common Stock
 
An active trading market for our common stock may not develop, and you may not be able to sell your common stock at or above the initial public offering price.
 
Prior to this offering, there has been no public market for our common stock. Although we have applied to have our common stock listed on the NASDAQ Global Market, an active and liquid trading market for shares of our common stock may never develop or be sustained following this offering. If no trading market develops, securities analysts may not initiate or maintain research coverage of our company, which could further depress the market for our common stock. As a result, investors may not be able to sell their common stock at or above the initial public offering price or at the time that they would like to sell.
 
If equity research analysts do not publish research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price of our common stock could decline.
 
The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing reports about us or our business.
 
The market price of our common stock may be volatile, which could result in substantial losses for investors purchasing shares in this offering.
 
The initial public offering price for our common stock will be determined through negotiations with the underwriters. This initial public offering price may vary from the market price of our common stock after the offering. Some of the factors that may cause the market price of our common stock to fluctuate include:
 
  •  fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
 
  •  changes in estimates of our financial results or recommendations by securities analysts;
 
  •  failure of any of our products to achieve or maintain market acceptance;
 
  •  changes in market valuations of similar companies;
 
  •  success of competitive products;
 
  •  changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
 
  •  announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;
 
  •  regulatory developments in the United States, foreign countries or both;
 
  •  litigation involving our company, our general industry or both;
 
  •  additions or departures of key personnel;
 
  •  investors’ general perception of us; and
 
  •  changes in general economic, industry and market conditions.
 
In addition, if the market for technology stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.


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A significant portion of our total outstanding shares may be sold into the public market in the near future, which could cause the market price of our common stock to drop significantly, even if our business is doing well.
 
Sales of a substantial number of shares of our common stock in the public market could occur at any time after the expiration of the lock-up agreements described in “Underwriting.” These sales, or the market perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have           shares of common stock outstanding based on the number of shares outstanding as of December 31, 2007. This includes the          shares that we and the selling stockholders are selling in this offering, which may be resold in the public market immediately. The remaining          shares, or     % of our outstanding shares after this offering, are currently restricted as a result of securities laws or lock-up agreements but will be able to be sold, subject to any applicable volume limitations under federal securities laws with respect to affiliate sales, in the near future as set forth below.
 
     
    Date Available for Sale
Number of Shares
 
Into Public Market
 
           shares
  On the date of this prospectus.
           shares
  90 days after the date of this prospectus.
           shares
  180 days after the date of this prospectus, subject to extension in specified instances, due to lock-up agreements between the holders of these shares and the underwriters. However, the underwriters can waive the provisions of these lock-up agreements and allow these stockholders to sell their shares at any time.
 
In addition, as of December 31, 2007, there were 12,155,024 shares subject to outstanding options that will become eligible for sale in the public market to the extent permitted by any applicable vesting requirements, the lock-up agreements and Rules 144 and 701 under the Securities Act of 1933, which we refer to as the Securities Act. Moreover, after this offering, holders of an aggregate of           shares of our common stock as of December 31, 2007, will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register all shares of common stock that we may issue under our employee benefit plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements and the restrictions imposed on our affiliates under Rule 144.
 
You will incur immediate and substantial dilution in the net tangible book value of your shares as a result of this offering.
 
If you purchase common stock in this offering, you will incur immediate and substantial dilution of $      per share, representing the difference between the assumed initial public offering price of $      per share and our adjusted net tangible book value per share after giving effect to this offering. Moreover, we issued options in the past to acquire common stock at prices significantly below the initial public offering price. As of December 31, 2007, there were 12,155,024 shares subject to outstanding options with a weighted average exercise price of $7.70 per share. To the extent that these outstanding options are ultimately exercised, you will incur further dilution.
 
A few significant stockholders control the direction of our business. If the ownership of our common stock continues to be highly concentrated, it will prevent you and other stockholders from influencing significant corporate decisions.
 
Following the completion of this offering, investment funds affiliated with Carlyle will beneficially own approximately     % of the outstanding shares of our common stock, and William C. Stone will beneficially own approximately     % of the outstanding shares of our common stock, assuming that the underwriters do not exercise their option to purchase additional shares. We are also party to a stockholders agreement with


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Carlyle and Mr. Stone, pursuant to which Carlyle and Mr. Stone have agreed to vote in favor of nominees to our board of directors nominated by each other. As a result, Carlyle and Mr. Stone will continue to exercise control over matters requiring stockholder approval and our policy and affairs. See “Certain Relationships and Related Transactions — Stockholders Agreement.”
 
The presence of Carlyle’s nominees on our board of directors may result in a delay or the deterrence of possible changes in control of our company, which may reduce the market price of our common stock. The interests of our existing stockholders may conflict with the interests of our other stockholders. Additionally, Carlyle and its affiliates are in the business of making investments in companies, and may from time to time in the future acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or clients of ours.
 
We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.
 
We cannot specify with certainty the particular uses of a portion of the net proceeds we will receive from this offering. Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in “Use of Proceeds.” Accordingly, you will have to rely upon the judgment of our management with respect to the use of the proceeds, with only limited information concerning management’s specific intentions. Our management may spend a portion of the net proceeds from this offering in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.
 
Provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.
 
Provisions of our certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include:
 
  •  limitations on the removal of directors;
 
  •  a classified board of directors so that not all members of our board are elected at one time;
 
  •  advance notice requirements for stockholder proposals and nominations;
 
  •  the inability of stockholders to call special meetings;
 
  •  the ability of our board of directors to make, alter or repeal our bylaws;
 
  •  the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used to institute a rights plan, or a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and
 
  •  a prohibition on stockholders from acting by written consent if William C. Stone and investment funds affiliated with Carlyle cease to collectively hold a majority of our outstanding common stock.
 
The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.
 
See “Description of Capital Stock” for additional information on the anti-takeover measures applicable to us.


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As a result of our operating as a public company, our management will be required to devote significant time to new compliance initiatives. This may divert management’s attention from the growth and operation of the business.
 
The Sarbanes-Oxley Act of 2002, and rules subsequently implemented by the Securities and Exchange Commission and the NASDAQ Stock Market, impose a number of requirements on public companies, including provisions regarding corporate governance practices. Our management and other personnel will need to devote a significant amount of time to these compliance initiatives. Moreover, these rules and regulations will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantial additional costs to maintain the same or similar coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
 
In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. In particular, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the subsequent testing by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we expend significant management time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our common stock could decline and we could be subject to sanctions or investigations by the NASDAQ Global Market, the Securities and Exchange Commission or other regulatory authorities, which would require additional financial and management resources.


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FORWARD-LOOKING STATEMENTS
 
This prospectus includes statements that are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, technology and strategies and the industry in which we operate.
 
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this prospectus, those results or developments may not be indicative of results or developments in subsequent periods.
 
The following listing represents some, but not all, of the factors that may cause actual results to differ from those anticipated or predicted:
 
  •  the effect of a slowdown or prolonged downturn in the general economy or the financial services industry;
 
  •  the effect of any further or accelerated consolidations in the financial services industry;
 
  •  our ability to retain and attract clients and key personnel;
 
  •  the integration of acquired businesses;
 
  •  our ability to continue to derive substantial revenues from the licensing of, or provision of software-enabled services relating to, certain of our licensed software, and the provision of maintenance and professional services in support of such licensed software;
 
  •  our ability to adapt to rapidly changing technology and evolving industry standards, and our ability to introduce new products and services;
 
  •  challenges in maintaining and expanding our international operations;
 
  •  the effects of war, terrorism and other catastrophic events;
 
  •  the risk of increased interest rates due to the variable rates of interest on certain of our indebtedness; and
 
  •  other risks and uncertainties, including those listed under the caption “Risk Factors.”
 
You should also carefully read the factors described in the “Risk Factors” section of this prospectus to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.
 
Any forward-looking statements that we make in this prospectus speak only as of the date of such statement, and we undertake no obligation to update such statements except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.


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USE OF PROCEEDS
 
We estimate that we will receive approximately $      million in net proceeds from the           shares of common stock that we are offering based upon an assumed initial public offering price of $      per share, the midpoint of the estimated price range shown on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $      would increase (decrease) the net proceeds to us from this offering by approximately $          , assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same. We will also receive proceeds of $           from the exercise of stock options by certain selling stockholders in connection with this offering. If the underwriters exercise their over-allotment option in full, we estimate our net proceeds from this offering will be approximately $          . We will not receive any proceeds from the sale of shares of common stock offered by the selling stockholders, except for the aggregate exercise price of the selling stockholder options, as noted above.
 
We currently intend to use:
 
  •  a majority of our net proceeds from this offering to redeem up to $71.75 million in principal amount of our outstanding notes, at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest; and
 
  •  the balance of our net proceeds from this offering for working capital and other general corporate purposes, including potential acquisitions.
 
We believe opportunities may exist from time to time to expand our current business through acquisitions of complementary companies, products or technologies. While we have no current plans for any specific acquisitions at this time, we may use a portion of the net proceeds for these purposes.
 
Under the terms of the indenture governing our notes, we are permitted to use our net proceeds from this offering to redeem additional outstanding notes at a redemption price of 111.75%, plus accrued and unpaid interest, subject to an overall requirement that we may not redeem more than 35% of the aggregate principal amount of notes originally issued. As a result, we are permitted to redeem up to $71.75 million in principal amount of notes with a portion of our net proceeds from this offering. We have not yet determined the amount of notes we will redeem with a portion of our net proceeds from this offering. The amount we redeem will depend on the amount of our proceeds from this offering, our anticipated cash resources and needs and other factors we consider relevant. If we redeem the maximum amount, we will redeem $71.75 million in principal amount of notes for $80.18 million in cash, plus accrued and unpaid interest. This redemption will result in a loss on extinguishment of debt of approximately $10.5 million in the period in which the notes are redeemed, which includes an $8.4 million redemption premium and a non-cash charge of approximately $2.1 million relating to the write-off of deferred financing fees attributable to the redeemed notes. For each $1.0 million decrease in the principal amount redeemed, we will pay $1.12 million less in cash.
 
We have not yet determined with any certainty the manner in which we will allocate the balance of our net proceeds from this offering, and as a result management will retain broad discretion in the allocation and use of the net proceeds. The amounts and timing of our expenditures will vary depending on a number of factors, including the amount of cash generated by our operations, potential acquisitions, competitive developments and the rate of growth, if any, of our business. For example, if we were to expand our operations more rapidly than anticipated by our current plans, a greater portion of the net proceeds would likely be used for working capital. Alternatively, if we were to engage in an acquisition that contained a significant cash component, some or all of the net proceeds in excess of the amount required to redeem the notes might be used for that purpose.
 
Pending any use, as described above, we plan to invest the net proceeds in short-term, interest-bearing, investment-grade securities.


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DIVIDEND POLICY
 
We do not expect to pay dividends on our common stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business. Our ability to pay dividends to holders of our common stock is limited as a practical matter by our senior credit facilities and the indenture governing our notes, insofar as we may seek to pay dividends out of funds made available to us by our subsidiaries, because our debt instruments directly or indirectly impose certain limitations on our subsidiaries’ ability to pay dividends or make loans to us. Any future determination to pay dividends on our common stock is subject to the discretion of our board of directors and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law and our contracts, and other factors deemed relevant by our board of directors. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 6 to our consolidated financial statements included elsewhere in this prospectus.


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CAPITALIZATION
 
The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2007, as follows:
 
  •  on an actual basis after giving effect to the 7.5-for-1 stock split of our common stock effected as of April 23, 2008; and
 
  •  on an as adjusted basis to reflect:
 
(1) the filing of our restated certificate of incorporation as of the closing date of this offering;
 
  (2)  the sale of      shares of common stock that we are offering at an assumed initial public offering price of $      per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, the use of a majority of the net proceeds thereof to redeem $71.75 million in original principal amount of our outstanding 11 3 / 4 % senior subordinated notes due 2013 at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest, and a loss on extinguishment of debt of approximately $10.5 million, including an $8.4 million redemption premium and a non-cash charge of approximately $2.1 million relating to the write-off of deferred financing fees attributable to the redeemed notes; and
 
  (3)  the issuance of      shares of common stock upon the exercise of options held by certain selling stockholders in connection with this offering and the receipt of the aggregate exercise price for such options.
 
You should read the following table in conjunction with our consolidated financial statements and the accompanying notes and the sections entitled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.
 
                 
    As of December 31, 2007  
    Actual     As Adjusted  
    (In thousands)  
 
Cash and cash equivalents
  $ 19,175     $          
                 
Senior credit facilities
  $ 238,009     $    
11 3 / 4 % senior subordinated notes due 2013
    205,000          
                 
Total debt, including current portion
    443,009          
                 
Stockholders’ equity:
               
Preferred stock, par value $0.01 per share; no shares authorized, issued or outstanding, actual; 5,000 shares authorized and no shares issued or outstanding, as adjusted
             
Common stock, par value $0.01 per share; 100,000 shares authorized, actual and as adjusted; 53,165 shares issued and 53,157 shares outstanding, actual;      shares issued and           shares outstanding, as adjusted
    532          
Additional paid-in capital
    570,043          
Accumulated other comprehensive income
    33,615          
Retained earnings
    8,481          
Less: cost of common stock in treasury, 8 shares actual and as adjusted
    (78 )        
                 
Total stockholders’ equity
    612,593          
                 
Total capitalization, including current portion of long-term debt
  $ 1,055,602     $  
                 
 
 
A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total


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stockholders’ equity and total capitalization by approximately $     , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
The preceding table excludes:
 
  •  12,155,024 shares of common stock issuable upon the exercise of stock options outstanding as of December 31, 2007 at a weighted average exercise price of $7.70 per share;
 
  •  1,296,907 shares of common stock reserved as of December 31, 2007 for future issuance under our 2006 equity incentive plan; and
 
  •  1,250,000 shares of common stock reserved as of the date of this prospectus for future issuance under our 2008 stock incentive plan.


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DILUTION
 
If you invest in our common stock, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock immediately after this offering.
 
Our net tangible book value as of December 31, 2007 was $      million, or $      per share of common stock. Net tangible book value per share represents the amount of our total tangible assets less our total liabilities, divided by the number of shares of common stock outstanding.
 
After giving effect to our sale of      shares of common stock in this offering at an assumed initial public offering price of $      per share, which is the midpoint of the range listed on the cover page of this prospectus, and the receipt of $           in proceeds from the exercise of options held by certain selling stockholders, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our adjusted net tangible book value as of December 31, 2007 would have been approximately $          , or approximately $      per share. This amount represents an immediate increase in net tangible book value to our existing stockholders of $      per share and an immediate dilution to new investors of $      per share. Dilution per share to new investors is determined by subtracting the net tangible book value per share after this offering from the initial public offering price per share paid by a new investor. The following table illustrates the per share dilution without giving effect to the over-allotment option granted to the underwriters:
 
                 
Assumed initial public offering price per share
          $        
Net tangible book value per share as of December 31, 2007
  $                
Increase per share attributable to new investors
               
                 
Net tangible book value per share after this offering
               
                 
Dilution per share to new investors
          $    
                 
 
A $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the net tangible book value per share after this offering by approximately $      and dilution per share to new investors by approximately $     , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters’ over-allotment option is exercised in full, the net tangible book value per share after this offering would be approximately $     , resulting in dilution per share to new investors of $     .
 
The following table summarizes, as of December 31, 2007, after giving effect to the issuance of      shares of common stock upon the exercise of options held by certain selling stockholders, the differences between the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders and by new investors, based upon an assumed initial public offering price of $      per share and before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
                                         
    Shares Purchased     Total Consideration     Average Price
 
    Number     Percent     Amount     Percent     Per Share  
 
Existing stockholders
                   %   $                     %   $        
New investors
                  $                    
                                         
Total
            %   $         %        
                                         
 
The preceding discussion and table assume no exercise of outstanding stock options as of December 31, 2007, other than the options to purchase an aggregate of      shares of common stock to be exercised by certain selling stockholders in connection with this offering. As of December 31, 2007, we had outstanding


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options to purchase a total of      shares of common stock at a weighted average exercise price of $      per share. To the extent any of these options are exercised, there will be further dilution to new investors.
 
If the underwriters’ over-allotment option is exercised in full, the following will occur:
 
  •  the percentage of shares of common stock held by existing stockholders will decrease to approximately  % of the total number of shares of our common stock outstanding after this offering; and
 
  •  the number of shares held by new investors will increase to     , or approximately  %, of the total number of shares of our common stock outstanding after this offering.


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SELECTED CONSOLIDATED FINANCIAL DATA
 
You should read the selected consolidated financial data with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes. The selected consolidated financial data as of December 31, 2006 and 2007 and for the periods from January 1, 2005 through November 22, 2005 and from November 23, 2005 through December 31, 2005, and for the fiscal years ended December 31, 2006 and 2007 have been derived from our consolidated financial statements included elsewhere in this prospectus, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. The selected consolidated financial data as of December 31, 2003, 2004 and 2005 and for the fiscal years ended December 31, 2003 and 2004 have been derived from audited consolidated financial statements not included in this prospectus.
 
On November 23, 2005, SS&C Holdings acquired SS&C through the merger of Sunshine Merger Corporation, a wholly owned subsidiary of SS&C Holdings, with and into SS&C, with SS&C being the surviving company and a wholly owned subsidiary of SS&C Holdings. We refer to the acquisition of SS&C by SS&C Holdings as the “Acquisition.” We refer to the Acquisition, together with related transactions entered into to finance the cash consideration for the Acquisition, to refinance certain of our existing indebtedness and to pay related transaction fees and expenses, as the “Transaction.”
 
The term “Successor” refers to us following the Acquisition, and the term “Predecessor” refers to us prior to the Acquisition. Our combined results of operations for the year ended December 31, 2005 represent the addition of the Predecessor period from January 1, 2005 through November 22, 2005 and the Successor period from November 23, 2005 through December 31, 2005. This combination does not comply with generally accepted accounting principles or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations” for a discussion of the presentation of our results for the year ended December 31, 2005 on a combined basis.


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The selected consolidated financial information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with, and is qualified in its entirety by, the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our consolidated financial statements and the accompanying notes.
 
                                                         
    Predecessor     Successor                    
                Period from
    Period from
    Combined     Successor  
                January 1,
    November 23,
    Year
    Year
    Year
 
    Year Ended
    2005 through
    2005 through
    Ended
    Ended
    Ended
 
    December 31,     November 22,
    December 31,
    December 31,
    December 31,
    December 31,
 
    2003     2004     2005     2005     2005     2006     2007  
    (In thousands, except per share and percentage data)  
 
Statement of operations data:
                                                       
Revenues:
                                                       
Software licenses
  $ 14,233     $ 17,250     $ 20,147     $ 3,587     $ 23,734     $ 22,925     $ 27,514  
Maintenance
    31,318       36,433       44,064       3,701       47,765       55,222       61,910  
Professional services
    6,757       11,320       12,565       2,520       15,085       19,582       17,491  
Software-enabled services
    13,223       30,885       67,193       7,857       75,050       107,740       141,253  
                                                         
Total revenues
    65,531       95,888       143,969       17,665       161,634       205,469       248,168  
Cost of revenues:
                                                       
Software licenses
    1,788       2,258       2,963       856       3,819       9,216       9,616  
Maintenance
    6,248       8,462       10,393       1,499       11,892       20,415       26,038  
Professional services
    4,387       6,606       7,849       861       8,710       12,575       14,277  
Software-enabled services
    8,003       16,444       37,799       4,411       42,210       57,810       78,951  
                                                         
Total cost of revenues
    20,426       33,770       59,004       7,627       66,631       100,016       128,882  
                                                         
Gross profit
    45,105       62,118       84,965       10,038       95,003       105,453       119,286  
                                                         
Operating expenses:
                                                       
Selling and marketing
    8,393       10,734       13,134       1,364       14,498       17,598       19,701  
Research and development
    11,180       13,957       19,199       2,071       21,270       23,620       26,282  
General and administrative
    7,154       8,014       11,944       1,140       13,084       20,366       24,573  
Merger costs
                36,912             36,912              
                                                         
Total operating expenses
    26,727       32,705       81,189       4,575       85,764       61,584       70,556  
                                                         
Operating income
    18,378       29,413       3,776       5,463       9,239       43,869       48,730  
Interest income
    914       1,536       1,031       30       1,061       388       939  
Interest expense
    (2 )     (8 )     (2,092 )     (4,920 )     (7,012 )     (47,427 )     (45,463 )
Other income, net
    47       99       655       258       913       456       1,911  
                                                         
Income (loss) before income taxes
    19,337       31,040       3,370       831       4,201       (2,714 )     6,117  
(Benefit) provision for income taxes
    7,541       12,030       2,658             2,658       (3,789 )     (458 )
                                                         
Net income
  $ 11,796     $ 19,010     $ 712     $ 831     $ 1,543     $ 1,075     $ 6,575  
                                                         
Earnings per share(1)
                                                       
Basic
  $ 0.63     $ 0.90     $ 0.03     $ 0.02             $ 0.02     $ 0.12  
                                                         
Diluted
  $ 0.59     $ 0.84     $ 0.03     $ 0.02             $ 0.02     $ 0.12  
                                                         
Weighted average shares outstanding(1)
                                                       
Basic
    18,617       21,185       23,300       53,063               53,093       53,157  
Diluted
    19,832       22,499       24,478       54,853               54,867       55,953  
                                                         
Statement of cash flows data:
                                                       
Net cash provided by (used in):
                                                       
Operating activities
  $ 23,711     $ 28,524     $ 32,116     $ 4,915             $ 30,709     $ 57,057  
Investing activities
    (15,321 )     (89,220 )     (110,495 )     (877,261 )             (18,626 )     (12,839 )
Financing activities
    (12,081 )     74,074       69,161       868,655               (16,427 )     (37,408 )
                                                         
Other financial data:
                                                       
Recurring revenue percentage(2)
    68.0 %     70.2 %     77.3 %     65.4 %     76.0 %     79.3 %     81.9 %
Consolidated EBITDA(3)
                  $ 64,989     $ 8,588     $ 73,577     $ 83,998     $ 98,667  
                                                         
Balance sheet data (at period end):
                                                       
Cash, cash equivalents and marketable securities
  $ 52,381     $ 130,835             $ 15,584             $ 11,718     $ 19,175  
Working capital (deficit)
    42,009       116,418               7,283               (1,312 )     8,016  
Total assets
    82,585       185,663               1,176,371               1,152,521       1,190,495  
Long-term debt, net of current portion
                        478,143               466,235       440,580  
Total stockholders’ equity
    61,588       156,094               557,133               563,132       612,593  
 
 
(1) Amounts for the Predecessor periods are computed based upon the capital structure in existence prior to the Acquisition. Amounts for the Successor periods are computed based upon the capital structure in existence subsequent to the Acquisition.
 
(2) Recurring revenue percentage represents software-enabled services revenues and maintenance revenues as a percentage of total revenues. We do not believe that the recurring revenue percentage for the Successor period of 2005 is meaningful because such period is only five weeks in duration and not indicative of our overall trends.


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(3) Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in our senior credit facilities, which are material facilities supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under our senior credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratios and other financial condition tests contained in our senior credit facilities. Consolidated EBITDA is not presented for the years ended December 31, 2003 and 2004 because we did not have any senior credit facilities that required the calculation of Consolidated EBITDA for those years.
 
Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.
 
The breach of covenants in our senior credit facilities that are tied to ratios based on Consolidated EBITDA could result in a default under that agreement, in which case the lenders could elect to declare all amounts borrowed due and payable and to terminate any commitments they have to provide further borrowings. Any such acceleration would also result in a default under our indenture. Any default and subsequent acceleration of payments under our debt agreements would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Consolidated EBITDA.
 
Consolidated EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, our senior credit facilities require that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.
 
Consolidated EBITDA is not a recognized measurement under GAAP, and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income (loss), which is the most directly comparable GAAP financial measure, including:
 
  •  Consolidated EBITDA does not reflect the provision of income tax expense in our various jurisdictions;
 
  •  Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;
 
  •  Consolidated EBITDA does not reflect any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges;
 
  •  Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock option awards; and
 
  •  Consolidated EBITDA excludes expenses that we believe are unusual or non-recurring, but which others may believe are normal expenses for the operation of a business.


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The following is a reconciliation of net income to Consolidated EBITDA as defined in our senior credit facilities.
 
                                           
    Predecessor       Successor     Combined     Successor  
            Period
                   
    Period
      from
                   
    from
      November 23,
                   
    January 1
      2005
    Year
    Year
    Year
 
    through
      through
    Ended
    Ended
    Ended
 
    November 22,
      December 31,
    December 31,
    December 31,
    December 31,
 
    2005       2005     2005     2006     2007  
    (In thousands)  
Net income
  $ 712       $ 831     $ 1,543     $ 1,075     $ 6,575  
Interest expense, net
    1,061         4,890       5,951       47,039       44,524  
Income taxes
    2,658               2,658       (3,789 )     (458 )
Depreciation and amortization
    9,575         2,301       11,876       27,128       35,047  
                                           
EBITDA
    14,006         8,022       22,028       71,453       85,668  
Purchase accounting adjustments(a)
            616       616       3,017       (296 )
Merger costs
    36,912               36,912              
Capital-based taxes
                        1,841       1,721  
Unusual or non-recurring charges (income)(b)
    (737 )       (242 )     (979 )     1,485       (1,718 )
Acquired EBITDA and cost savings(c)
    14,808         85       14,893       1,147       135  
Stock-based compensation
                        3,871       10,979  
Other(d)
            107       107       1,184       2,158  
                                           
Consolidated EBITDA
  $ 64,989       $ 8,588     $ 73,577     $ 83,998     $ 98,667  
                                           
 
      ­ ­
 
     
(a) Purchase accounting adjustments include (1) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of the Transaction and (2) an adjustment to increase rent expense by the amount that would have been recognized if lease obligations were not adjusted to fair value at the date of the Transaction.
 
     
(b) Unusual or non-recurring charges include foreign currency gains and losses, gains and losses on the sales of marketable securities, equity earnings and losses on investments, proceeds and payments associated with legal and other settlements, costs associated with the closing of a regional office and other one-time gains and expenses.
 
     
(c) Acquired EBITDA and cost savings reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period and cost savings to be realized from such acquisitions.
 
     
(d) Other includes management fees and related expenses paid to Carlyle and the non-cash portion of straight-line rent expense.


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Consolidated EBITDA and Consolidated Leverage Ratios
 
Our senior credit facilities require us to maintain both a maximum consolidated total leverage to Consolidated EBITDA ratio (currently no more than 6.00) and a minimum Consolidated EBITDA to consolidated net interest ratio (currently not less than 1.70) in each case calculated for the trailing four quarters.
 
The table below summarizes our Consolidated EBITDA, consolidated total leverage ratio and consolidated net interest coverage ratio for the periods presented.
 
                                 
    Combined     Successor  
                      Twelve Months
 
    Twelve Months
    Twelve Months
    Twelve Months
    Ended
 
    Ended
    Ended
    Ended
    December 31, 2007
 
    December 31, 2005     December 31, 2006     December 31, 2007     (As Adjusted)(5)  
    (In thousands, except ratio data)  
 
Consolidated EBITDA(1)
  $ 73,577     $ 83,998     $ 98,667          
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 6.00)(2)
    6.43       5.48       4.30          
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 1.70)(3)
    10.87 (4)     1.88       2.34          
 
 
(1) We reconcile our Consolidated EBITDA for the trailing four quarters to net income for the same period using the same methods set forth above.
 
(2) Consolidated total leverage ratio is defined in our senior credit facilities at the last day of any period of four consecutive fiscal quarters, as the ratio of (a) the principal amount of all debt at such date, minus the amount, up to a maximum amount of $30,000,000 of cash and cash equivalents to (b) Consolidated EBITDA. The maximum consolidated total leverage ratio for 2008 is 6.00. The maximum consolidated total leverage ratio for 2007 was 6.75 and for 2006 was 7.50. There was no maximum consolidated total leverage ratio covenant prior to June 30, 2006.
 
(3) Consolidated net interest coverage ratio is defined in our senior credit facilities as for any period, the ratio of (a) Consolidated EBITDA for such period to (b) total cash interest expense for such period with respect to all outstanding indebtedness minus total cash interest income for such period. The minimum consolidated net interest coverage ratio for 2008 is 1.70. The minimum consolidated net interest coverage ratio for 2007 was 1.50 and for 2006 was 1.40. There was no minimum consolidated net interest coverage ratio covenant prior to June 30, 2006.
 
(4) This ratio is not comparable because we did not incur debt under our existing senior credit facilities until November 2005 in connection with the Transaction.
 
(5) As adjusted to give effect to the sale by us of     shares of our common stock in this offering at an assumed initial public offering price of $     per share (the midpoint of the range set forth on the cover of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a majority of the net proceeds thereof to redeem $71.75 million in original principal amount of our outstanding 11 3 / 4 % senior subordinated notes at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest. The as adjusted data also give effect to our receipt of the aggregate exercise price for the     shares of common stock to be acquired by certain of the selling stockholders upon exercise of options.


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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the “Selected Consolidated Financial Data” section of this prospectus and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus. In addition to historical information, this discussion contains forward-looking statements based on our current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the “Risk Factors” section and elsewhere in this prospectus.
 
Overview
 
We are a leading provider of mission-critical, sophisticated software products and software-enabled services that allow financial services providers to automate complex business processes and effectively manage their information processing requirements. Our portfolio of software products and rapidly deployable software-enabled services allows our clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting, and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing. Our solutions enable our clients to focus on core operations, better monitor and manage investment performance and risk, improve operating efficiency and reduce operating costs. We provide our solutions globally to more than 4,000 clients, principally within the institutional asset management, alternative investment management and financial institutions sectors.
 
In 2006 and 2007, we accomplished four primary objectives: expanded our presence in current markets and entered a new market, increased our recurring revenues, enhanced our operating income and paid down debt and reduced our debt leverage.
 
Through two acquisitions in 2006, we expanded our presence in the alternative investment market and entered the financial services training market. In March 2006, we acquired Cogent Management Inc., a provider of services to the alternative investment management market. We combined the Cogent business with our SS&C Fund Services business and increased our presence in this market. In August 2006, we entered a new market with our acquisition of the assets of Zoologic Inc., a provider of web-based courseware and training for the financial services industry. We further expanded our services in the alternative investment market in March 2007 when we acquired the assets of Northport LLC. In 2005, we expanded our presence in the international market with both the acquisition of FMC, which had operations in Canada, London and Australia and the acquisition of MarginMan, which had operations in Ireland. In 2006, we expanded our European operations by offering our alternative asset market services in the European market. Since the beginning of 2005, our headcount outside North America has increased by approximately 50 employees or 100%, and we expect it will continue to increase in future periods. As a result, our revenue outside of North America has increased from $38.9 million in 2005 to $60.2 million in 2007.
 
As we have expanded our business, we have focused on increasing our contractually recurring revenues, which include maintenance revenues and software-enabled services revenues. We have seen increased demand in the financial services industry for our software-enabled services. This demand has been both from existing customers increasing services they purchase from us and from selling our services to new customers. To support that demand, we have taken a number of steps, such as automating our software-enabled services delivery methods, providing our employees with sales incentives and acquiring businesses that offer software-enabled services or that have a large base of maintenance clients. We believe that increasing the portion of our total revenues that are contractually recurring gives us the ability to better plan and manage our business and helps us to reduce the fluctuations in revenues and cash flows typically associated with software license revenues. Our software-enabled services revenues increased from $75.1 million, or 46% of total revenues, in 2005 to $141.3 million, or 57% of total revenues, in 2007. Our maintenance revenues increased from $47.8 million in 2005 to $61.9 million in 2007. Maintenance customer retention rates have continued to be in excess of 90% and we have maintained both pricing levels for new contracts and annual price increases for


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existing contracts. To support the growth in our software-enabled services revenues and maintain our level of customer service, we have invested in increased personnel, facilities expansion and information technology. As a result of these investments and the fact that software-enabled services have lower gross margins than license and maintenance revenues, our overall gross margin percentage has been affected. We expect our contractually recurring revenues to continue to increase as a percentage of our total revenues.
 
While increasing our contractually recurring revenues, we also focus on increasing our profitability. Although operating expenses increased in terms of dollars due to our acquisitions, we reduced operating expenses as a percentage of total revenues from 30% in 2005, excluding costs related to the Transaction, to 28% in 2007. We believe that our success in managing operating expenses results from a disciplined approach to cost controls, our focus on operational efficiencies, identification of synergies related to acquisitions and more cost-effective marketing programs.
 
In 2007, we generated $57.1 million of net cash from operating activities. We used $37.5 million, net of borrowings, to pay down debt. Our operating results improvements and the reduction of debt resulted in a reduction of our consolidated total leverage ratio from 6.43x as of December 31, 2005 to 4.30x as of December 31, 2007. Please see “Selected Consolidated Financial Data” for additional information on our financial ratios.
 
The Going-Private Transaction
 
On November 23, 2005, SS&C Holdings acquired SS&C through the merger of Sunshine Merger Corporation, a wholly owned subsidiary of SS&C Holdings, with and into SS&C, with SS&C being the surviving company and a wholly owned subsidiary of SS&C Holdings.
 
The accompanying financial information is presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The results of operations for the years ended December 31, 2006 and 2007 are the results of operations of SS&C Holdings and its consolidated subsidiaries, including SS&C (Successor). Our results of operations for 2005 consist of SS&C’s consolidated results of operations for the Predecessor period from January 1, 2005 through November 22, 2005 and SS&C Holdings’ consolidated results of operations for the Successor period from November 23, 2005 through December 31, 2005. To facilitate comparison among the annual periods, we have prepared our discussion of the results of operations by comparing the mathematical combination of the Successor and Predecessor periods in the year ended December 31, 2005 to the year ended December 31, 2006. Although this presentation does not comply with GAAP, we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared as pro forma results under applicable regulations and may not reflect the actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.
 
Effect of the Going-Private Transaction
 
As a result of the Transaction, our assets and liabilities, including client relationships, completed technology and trade names, were adjusted to their fair market values as of the closing date. These adjusted valuations resulted in an increase in our cost of revenue and operating expenses due to the increase in expense related to amortization of intangible assets.
 
The value at which we carry our intangible assets and goodwill increased significantly. As set forth in greater detail in the table below, as a result of the application of purchase accounting, our intangible assets with definite lives were revalued from an aggregate of $80.7 million prior to the consummation of the Transaction to $272.1 million after the consummation of the Transaction, and were assigned new amortization periods.


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The valuation assigned to our intangible assets at the date of the Transaction was as follows:
 
                 
          Weighted Average
 
    Carrying Value
    Amortization
 
    (In millions)     Period  
 
Customer relationships
  $ 197.1       11.5 years  
Completed technology
  $ 55.7       8.5 years  
Trade names
  $ 17.2       13.9 years  
Exchange relationships
  $ 1.4       10 years  
Other
  $ 0.7       3 years  
 
Goodwill was also revalued from $175.5 million prior to the consummation of the Transaction to $809.5 million after the consummation of the Transaction and is subject to annual impairment testing.
 
Additionally, as discussed below in “— Liquidity and Capital Resources,” we incurred significant indebtedness in connection with the consummation of the Transaction, and our total indebtedness and related interest expenses are significantly higher than prior to the Transaction. We are obligated to make periodic principal and interest payments on our senior and subordinated debt of approximately $43 million annually.
 
Strategic Acquisitions
 
To complement our organic growth, we evaluate and execute acquisitions that expand our client base, increase our market presence both in the United States and abroad, expand the breadth of our proprietary software and software-enabled service offerings and enhance our strategic assets. Since the beginning of 2005, we have spent approximately $235 million in cash to acquire nine financial services businesses.
 
The following table lists the businesses we have acquired since January 1, 2005:
 
                 
Acquired Business
  Acquisition Date     Description  
 
Northport
    March 12, 2007       Alternative investment fund management services  
Zoologic
    August 31, 2006       Web-based training software  
Cogent Management
    March 3, 2006       Alternative investment fund management services  
Open Information Systems
    October 31, 2005       Money market processing software and services  
MarginMan
    August 24, 2005       Collateralized trading software and services  
Financial Interactive
    June 3, 2005       Investor relations software and services  
Financial Models Company
    April 19, 2005       Investment management software and services  
EisnerFast
    February 28, 2005       Alternative investment fund management services  
Achievement Technologies
    February 11, 2005       Facilities management software  
 
Critical Accounting Estimates and Assumptions
 
A number of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our consolidated financial statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, management’s observation of trends in the industry, information provided by our clients and information available from other outside sources, as appropriate. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, doubtful accounts receivable, goodwill and other intangible assets and other contingent liabilities. Actual results may differ significantly from the estimates contained in our consolidated financial statements. We believe that the following are our critical accounting policies.


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Revenue Recognition
 
Our revenues consist primarily of software-enabled services and maintenance revenues, and, to a lesser degree, software license and professional services revenues.
 
Software-enabled services revenues, which are based on a monthly fee or transaction-based, are recognized as the services are performed. Software-enabled services are provided under arrangements that generally have terms of two to five years and contain monthly or quarterly fixed payments, with additional billing for increases in market value of a client’s assets, pricing and trading activity under certain contracts.
 
We recognize software-enabled services revenues in accordance with Staff Accounting Bulletin (“SAB”) 104 “Revenue Recognition”, on a monthly basis as the software-enabled services are provided and when persuasive evidence of an arrangement exists, the price is fixed or determinable and collectibility is reasonably assured. We do not recognize any revenues before services are performed. Certain contracts contain additional fees for increases in market value, pricing and trading activity. Revenues related to these additional fees are recognized in the month in which the activity occurs based upon our summarization of account information and trading volume.
 
We apply the provisions of Statement of Position No. 97-2, “Software Revenue Recognition” (SOP 97-2) to all software transactions. We recognize revenues from the sale of software licenses when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed or determinable and collection of the resulting receivable is reasonably assured. Our products generally do not require significant modification or customization of the underlying software and, accordingly, the implementation services we provide are not considered essential to the functionality of the software.
 
We use a signed license agreement as evidence of an arrangement for the majority of our transactions. Delivery generally occurs when the product is delivered to a common carrier F.O.B. shipping point, or if delivered electronically, when the client has been provided with access codes that allow for immediate possession via a download. Although our arrangements generally do not have acceptance provisions, if such provisions are included in the arrangement, then delivery occurs at acceptance. At the time of the transaction, we assess whether the fee is fixed or determinable based on the payment terms. Collection is assessed based on several factors, including past transaction history with the client and the creditworthiness of the client. The arrangements for perpetual software licenses are generally sold with maintenance and professional services. We allocate revenue to the delivered components, normally the license component, using the residual value method based on objective evidence of the fair value of the undelivered elements. The total contract value is attributed first to the maintenance and support arrangement based on the fair value, which is derived from renewal rates. Fair value of the professional services is based upon stand-alone sales of those services. Professional services are generally billed at an hourly rate plus out-of-pocket expenses. Professional services revenues are recognized as the services are performed. Maintenance revenues are recognized ratably over the term of the contract.
 
We also sell term licenses with maintenance. These arrangements range from one to seven years. Vendor-specific objective evidence does not exist for the maintenance element in the term licenses, and revenues are therefore recognized ratably over the contractual term of the arrangement.
 
We occasionally enter into software license agreements requiring significant customization or fixed-fee professional service arrangements. We account for these arrangements in accordance with the percentage-of-completion method based on the ratio of hours incurred to expected total hours; accordingly we must estimate the costs to complete the arrangement utilizing an estimate of man-hours remaining. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Due to the complexity of some software license agreements, we routinely apply judgments to the application of software recognition accounting principles to specific agreements and transactions. Different judgments or different contract structures could have led to different accounting conclusions, which could have a material effect on our reported quarterly results of operations.


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Allowance for Doubtful Accounts
 
The preparation of financial statements requires our management to make estimates relating to the collectability of our accounts receivable. Management establishes the allowance for doubtful accounts based on historical bad debt experience. In addition, management analyzes client accounts, client concentrations, client creditworthiness, current economic trends and changes in our clients’ payment terms when evaluating the adequacy of the allowance for doubtful accounts. Such estimates require significant judgment on the part of our management. Therefore, changes in the assumptions underlying our estimates or changes in the financial condition of our clients could result in a different required allowance, which could have a material effect on our reported results of operations.
 
Long-lived Assets, Intangible Assets and Goodwill
 
Under Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” (SFAS 142), we must test goodwill annually for impairment (and in interim periods if certain events occur indicating that the carrying value of goodwill or indefinite-lived intangible assets may be impaired) using reporting units identified for the purpose of assessing potential future impairments of goodwill.
 
We apply the provisions of SFAS 142 and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” and assess the impairment of identifiable intangibles, long-lived assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following:
 
  •  significant underperformance relative to historical or projected future operating results;
 
  •  significant changes in the manner of our use of the acquired assets or the strategy for our overall business; and
 
  •  significant negative industry or economic trends.
 
When we determine that the carrying value of intangibles, long-lived assets and goodwill may not be recoverable based upon the existence of one or more of the above indicators of potential impairment, we assess whether an impairment has occurred based on whether net book value of the assets exceeds related projected undiscounted cash flows from these assets. We considered a number of factors, including past operating results, budgets, economic projections, market trends and product development cycles. Differing estimates and assumptions as to any of the factors described above could result in a materially different impairment charge and thus materially different results of operations.
 
Acquisition Accounting
 
In connection with our acquisitions, we apply the provisions of SFAS No. 141, “Business Combinations,” and allocate the purchase price to the assets and liabilities we acquire, such as net tangible assets, completed technology, in-process research and development, client contracts, other identifiable intangible assets and goodwill. We apply significant judgments and estimates in determining the fair market value of the assets acquired and their useful lives. For example, we have determined the fair value of existing client contracts based on the discounted estimated net future cash flows from such client contracts existing at the date of acquisition and the fair value of the completed technology based on the discounted estimated future cash flows from the product sales of such completed technology. While actual results during the years ended December 31, 2007, 2006 and 2005 were consistent with our estimated cash flows and we did not incur any impairment charges during those years, different estimates and assumptions in valuing acquired assets could yield materially different results.
 
Stock-based Compensation
 
As of the date of the Transaction, the Company adopted SFAS No. 123R (revised 2004), “Share-Based Payment” (SFAS 123R), using the modified prospective method, which requires companies to record stock compensation expense over the remaining service period for all unvested awards as of the adoption date.


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Accordingly, prior period amounts have not been restated. Using the fair value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded. The realizability of the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise. If the actual value is lower than the fair value determined on the date of grant, then there could be an income tax expense for the portion of the deferred tax asset that is not realizable.
 
We grant stock options to our employees and directors under our 2006 equity incentive plan. Given the lack of a public market for our common stock, our board of directors must determine the fair value of our common stock on the date of grant, which requires making complex and subjective judgments. Our board has reviewed and considered a number of factors when determining the fair value of our common stock, including:
 
  •  the value of our business as determined at arm’s length in connection with the Transaction;
 
  •  significant business milestones that may have affected the value of our business subsequent to the Transaction;
 
  •  the continued risks associated with our business;
 
  •  the economic outlook in general and the condition and outlook of our industry;
 
  •  our financial condition and expected operating results;
 
  •  our level of outstanding indebtedness;
 
  •  the market price of stocks of publicly traded corporations engaged in the same or similar lines of business; and
 
  •  as of July 31, 2006 and March 31, 2007, analyses using a weighted average of three generally accepted valuation procedures: the income approach, the market approach — publicly traded guideline company method and the market approach — transaction method.
 
The following table summarizes information about stock options granted since August 2006:
 
                                                 
                      Weighted-Average Fair Value of
 
                Fair Value
    Options by Vesting Type(1):  
                of
                Change
 
    Shares
    Exercise
    Underlying
                in
 
Grant Date
  Under Option     Price     Stock     Time     Performance     Control  
 
August 2006
    8,743,732     $ 9.93     $ 9.93     $ 4.14     $ 4.40     $ 2.83  
November 2006
    78,750       9.93       9.93       4.10       4.35       2.83  
March 2007
    172,500       9.93       9.93       4.09       4.34       0.99  
May 2007
    131,250       13.19       13.19       5.45       5.78       1.21  
June 2007
    22,500       13.19       13.19       5.52       5.85       1.15  
 
 
(1) The weighted-average fair value of options by vesting type represents the value as determined under SFAS 123R at the grant date. These fair values do not reflect the re-valuation of certain options related to modifications effected in April 2007 and March 2008 or the resolutions approved by our board of directors in April 2008 relating to performance-based and superior options, as more fully described in Notes 9 and 14 to the consolidated financial statements for the year ended December 31, 2007.
 
Between the closing date of the Transaction in November 2005 and early August 2006, we did not award any options or other equity awards to our employees or directors. In August 2006, our board of directors


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adopted, and our stockholders approved, our 2006 equity incentive plan. On August 9, 2006, our board of directors granted options to purchase an aggregate of 8,743,732 shares of common stock at an exercise price of $9.93 per share. Our board of directors determined that the $9.93 price, which was the value of our common stock at the time of the Transaction and which was arrived at in an arm’s-length negotiation between representatives of the independent committee of SS&C’s board of directors and representatives of investment funds affiliated with The Carlyle Group, continued to represent the fair value of our common stock in August 2006. The board of directors believed that the business had not fundamentally changed since November 2005 and that the likelihood of a liquidity event, including a potential sale of the company or a public offering of stock, was remote.
 
In October 2007, in connection with our proposed initial public offering and in anticipation of receiving a recommended initial public offering price range from our managing underwriters, our board of directors undertook a reassessment of the fair value of our common stock as of July 31, 2006. Our board of directors reassessed the fair value of our common stock using three generally accepted valuation procedures: the income approach, the market approach — publicly traded guideline company method and the market approach — transaction method. The income approach is a method used to value business interests that involves estimating the future cash flows of the business, discounted to their present value. The market approach — publicly traded guideline company method estimates fair value using revenue and EBITDA multiples derived from the stock price of publicly traded companies engaged in a similar line of business. The market approach — transaction method estimates fair value using transactions involving the actual sale or purchase of similar companies, and we reviewed eight transactions as part of this analysis. We then compared the results of the various valuation methods and other factors to calculate the enterprise value attributable to common stockholders and the fair value of each share, which we determined to be between $8.40 and $10.27 per share. As the board’s prior valuation of $9.93 not only fell within the range of estimated values in the reassessment but also reflected the arm’s-length price negotiated at the time of the Transaction, the board determined that $9.93 continued to represent the fair value per share of our common stock as of August 9, 2006.
 
In November 2006 and March 2007, we granted options to purchase an aggregate of 251,250 shares of common stock at an exercise price of $9.93 per share. In November 2006, we also sold an aggregate of 66,750 shares of common stock to our employees under the 2006 equity incentive plan for a purchase price of $9.93 per share. The board believed that $9.93 continued to represent the fair value of the common stock at this time because the business had not changed fundamentally and a liquidity event continued to be remote. The board did not conduct contemporaneous or retrospective valuations of the common stock in connection with the November and March grants because of the immaterial size of the awards and the cost of such valuations.
 
Between May 10, 2007 and June 19, 2007, we granted options to purchase an aggregate of 153,750 shares of common stock at an exercise price of $13.19 per share, which our board of directors determined was equal to the fair value of our common stock. In setting the fair value of our common stock at $13.19, our board used the three generally accepted valuation procedures used in its October 2007 reassessment: the income approach, the market approach — publicly traded guideline company method and the market approach — transaction method. We conducted the assessment as of March 31, 2007 and then correlated the results of the various valuation methods and other factors to calculate the enterprise value attributable to common stockholders and the fair value of each share. Our board believed that the fair value of our common stock had increased to $13.19 per share as of March 31, 2007 because of improvements in the performance of our business and the near-term outlook of our business, as well as management’s expectations regarding the imminence of an initial public offering. The fair value of our common stock had increased since the July 2006 determinations under all three methodologies for the following reasons:
 
Income Approach.   Our board factored in timing differences in the receipt of future cash flows, as well as the reduction in net debt. In addition, while the expected timing of a liquidity event was still believed to be remote as of July 31, 2006, a public offering was imminent as of March 31, 2007 and thus our board did not apply a liquidity discount as of March 31, 2007.


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Publicly Traded Guideline Company Method.   Our board determined that revenue and EBITDA multiples for guideline companies generally increased or remained flat between July 31, 2006 and March 31, 2007. Moreover, we experienced improvements in the performance of our business between July 31, 2006 and March 31, 2007, which resulted in higher trailing twelve-month and projected revenues and EBITDA. Under this methodology, our board also factored in the reduction in net debt and the imminence of an initial public offering.
 
Transaction Method.   Our board believed our valuation was higher due to our improved revenue and EBITDA metrics (against flat multiples of comparable transactions), our reduction in net debt and the imminence of an initial public offering.
 
We believe that several factors account for the difference in the fair value of our common stock of $13.19 and $      per share, which is the midpoint of the range set forth on the cover page of this prospectus, including the following:
 
  •  the growth and improved performance of our business since March 31, 2007, resulting in higher trailing twelve-month and projected revenues and EBITDA; and
 
  •  the changes that will result in our capital structure as a result of this offering, including the anticipated reduction in outstanding debt resulting from the redemption of $71.75 million in principal amount of our 11 3 / 4 % senior subordinated notes due 2013.
 
If factors change and we employ different assumptions in the application of SFAS 123R in future periods, the compensation expense that we record under SFAS 123R may differ significantly from what we have recorded in the current period. In addition, there is a risk that our estimates of the fair values of our share-based compensation awards on the grant dates may bear little resemblance to the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based payments in the future. Certain share-based payments, such as employee stock options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair values originally estimated on the grant date and reported in our financial statements.
 
We believe that we have used reasonable methodologies, approaches and assumptions consistent with the AICPA’s Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation to determine the fair value of our common stock.
 
The values of outstanding vested and unvested options as of December 31, 2007 based on the difference between an assumed initial public offering price of $      per share and the exercise price of the options outstanding are as follows:
 
                 
    Options   Intrinsic Value
 
Unvested
               
Vested
               
 
In March 2008, our board of directors approved (1) the vesting, conditioned upon our EBITDA for 2008 falling within the targeted range, of the 2006 and 2007 performance-based options that did not otherwise vest during 2007, and (2) the reduction of our annual EBITDA target range for 2008. We will re-measure the affected performance-based options using the Black-Scholes option pricing model and assumptions reflecting current facts and circumstances as of the modification date. We will record stock-based compensation expense related to these awards beginning in March 2008 based on management’s probability assessment of attaining our EBITDA target range for 2008.
 
In April 2008, our board of directors approved, effective upon the closing of this offering:
 
  •  the vesting of the remaining 2006 and 2007 performance-based options that did not otherwise vest during 2007;
 
  •  the conversion of all superior options granted under the 2006 Equity Incentive Plan, which are described on page 83, into performance-based options, with one-third of the options vesting in each of


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  2008, 2009 and 2010 based upon our EBITDA for these years falling within designated EBITDA target ranges;
 
  •  the elimination of the annual EBITDA targets originally established for 2009 through 2011, with new target ranges to be established by our board annually; and
 
  •  a modification to the performance-based options such that any performance-based options that do not vest in any given year as a result of not attaining that year’s EBITDA target range, shall vest based upon our EBITDA for the following year falling within the targeted range for the following year.
 
As a result, upon the closing of this offering, we will re-measure those performance-based options that vest upon this offering and record additional stock-based compensation. Performance-based options that vest based upon our EBITDA for future years will be re-measured when our board determines the EBITDA target ranges for those years.
 
Income Taxes
 
The carrying value of our deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statement of operations. On a quarterly basis, we evaluate whether deferred tax assets are realizable and assess whether there is a need for additional valuation allowances. Such estimates require significant judgment on the part of our management. In addition, we evaluate the need to provide additional tax provisions for adjustments proposed by taxing authorities.
 
On January 1, 2007, we adopted the provisions of Financial Standards Accounting Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). At adoption, we had $5.3 million of liabilities for unrecognized tax benefits. The adoption of FIN 48 resulted in a reclassification of certain tax liabilities from current to non-current and to certain related deferred tax assets. We did not record a cumulative effect adjustment to retained earnings as a result of adopting FIN 48. As of January 1, 2007, accrued interest related to unrecognized tax benefits was less than $0.1 million. We recognize accrued interest and penalties relating to the unrecognized tax benefits as a component of the income tax provision.
 
As of December 31, 2007, we had $6.7 million of liabilities for unrecognized tax benefits. Of this amount, $5.9 million relates to uncertain income tax positions that either existed prior to or were created as a result of the Transaction and would decrease goodwill if recognized prior to the adoption of SFAS 141(R). The remainder of the unrecognized tax benefits, if recognized, would decrease our effective tax rate and increase our net income.
 
Results of Operations for the Years Ended December 31, 2007, 2006 and 2005
 
The following table sets forth revenues (dollars in thousands) and changes in revenues for the periods indicated:
 
                                                         
    Successor     Combined     Successor     Predecessor              
                      Period from
    Period from
             
                      November 23, 2005
    January 1, 2005
             
    Year Ended
    Year Ended
    Year Ended
    through
    through
    Percent Change
 
    December 31,
    December 31,
    December 31,
    December 31,
    November 22,
    from Prior Year  
    2007,     2006     2005     2005     2005     2007     2006  
 
Revenues:
                                                       
Software licenses
  $ 27,514     $ 22,925     $ 23,734     $ 3,587     $ 20,147       20.0 %     (3.4 )%
Maintenance
    61,910       55,222       47,765       3,701       44,064       12.1       15.6  
Professional services
    17,491       19,582       15,085       2,520       12,565       (10.7 )     29.8  
Software-enabled services
    141,253       107,740       75,050       7,857       67,193       31.1       43.6  
                                                         
Total revenues
  $ 248,168     $ 205,469     $ 161,634     $ 17,665     $ 143,969       20.8       27.1  
                                                         


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The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:
 
                         
    Year Ended December 31,  
    2007     2006     2005  
 
Revenues:
                       
Software licenses
    11.1 %     11.2 %     14.7 %
Maintenance
    25.0       26.9       29.6  
Professional services
    7.0       9.5       9.3  
Software-enabled services
    56.9       52.4       46.4  
 
Comparison of Years Ended December 31, 2007, 2006 and 2005
 
Revenues
 
Our revenues consist primarily of software-enabled services and maintenance revenues, and, to a lesser degree, software license and professional services revenues. As a general matter, our software license and professional services revenues tend to fluctuate based on the number of new licensing clients, while fluctuations in our software-enabled services revenues are attributable to the number of new software-enabled services clients as well as the number of outsourced transactions provided to our existing clients. Maintenance revenues vary based on the rate by which we add or lose maintenance clients over time and, to a lesser extent, on the annual increases in maintenance fees, which are generally tied to the consumer price index.
 
Revenues were $248.2 million, $205.5 million and $161.6 million in 2007, 2006 and 2005, respectively. Revenue growth in 2007 of $42.7 million, or 21%, was driven by revenues for businesses and products that we have owned for at least 12 months, or organic revenues, which increased 16%, accounting for $32.7 million of the increase, and came from increased demand of $29.0 million for our software-enabled services, an increase of $3.7 million in maintenance revenues and an increase of $2.0 million in license sales, partially offset by a decrease of $2.0 million in professional services revenues. The remaining $6.4 million increase was due to sales of products and services that we acquired in our acquisitions of Northport, Zoologic and Cogent, which occurred in March 2007, August 2006 and March 2006, respectively. Additionally, revenues for 2006 include a reduction of $3.6 million as a result of adjusting deferred revenue to fair value in connection with the Transaction. Revenue growth in 2007 includes the favorable impact from foreign currency translation of $4.6 million resulting from the weakness of the U.S. dollar relative to currencies such as the Canadian dollar, the British pound and the euro. Revenue growth in 2006 of $43.8 million, or 27%, was primarily a result of our 2005 acquisitions of FMC, EisnerFast, Financial Interactive, Inc., MarginMan and OIS, which increased revenues by an aggregate of $24.5 million, reflecting a full 12 months of activity. Our 2006 acquisitions of Cogent and Zoologic added $5.1 million in the aggregate, and organic revenues increased $17.1 million, or 10.5%, from 2005. Organic growth came from increased demand for our software-enabled services totaling $15.7 million and increases in sales of our maintenance and professional services of $3.2 million and $1.6 million, respectively. These increases were offset by a decrease of $3.4 million in license sales. Revenues for 2006 also include a reduction of $3.6 million related to the valuation of deferred revenue acquired in the Transaction, while 2005 revenues were reduced by $0.7 million.
 
Software Licenses
 
Software license revenues were $27.5 million, $22.9 million and $23.7 million in 2007, 2006 and 2005, respectively. The increase in software license revenues from 2006 to 2007 of $4.6 million was primarily due to organic growth of $2.0 million and acquisitions, which contributed $1.1 million to the increase. Additionally, software license revenues for 2006 included a reduction of $1.5 million as a result of adjusting our deferred revenue to fair value in connection with the Transaction. During 2007, both the number of perpetual license transactions and the average size of those transactions increased from 2006. The decrease in software license revenues from 2005 to 2006 of $0.8 million was due to a reduction of $1.5 million related to the valuation of deferred revenue acquired in the Transaction. Our acquisition of Zoologic in August 2006 added $0.7 million, while organic revenues were consistent with 2005. During 2006 and 2005, we had a similar number of


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perpetual license transactions at a comparable average size. Software license revenues will vary depending on the timing, size and nature of our license transactions. For example, the average size of our software license transactions and the number of large transactions may fluctuate on a period-to-period basis. Additionally, software license revenues will vary among the various products that we offer, due to differences such as the timing of new releases and variances in economic conditions affecting opportunities in the vertical markets served by such products.
 
Maintenance
 
Maintenance revenues were $61.9 million, $55.2 million and $47.8 million in 2007, 2006 and 2005, respectively. The increase in maintenance revenues of $6.7 million, or 12%, in 2007 was due in part to organic revenue growth of $3.7 million and acquisitions, which added $0.2 million. Additionally, maintenance revenues in 2006 included a reduction of $2.8 million as a result of adjusting our deferred revenue to fair value in connection with the Transaction. The increase in maintenance revenues from 2005 to 2006 of $7.5 million, or 16%, was primarily due to our 2005 acquisitions, which increased revenues an aggregate of $5.9 million, reflecting a full 12 months of activity, organic growth of $3.2 million and our acquisition of Zoologic, which added $0.2 million. These increases in maintenance revenues were offset by a reduction of $2.8 million related to the valuation of deferred revenue acquired in the Transaction, while 2005 revenues were reduced by $1.0 million due to the valuation of acquired deferred revenues. We typically provide maintenance services under one-year renewable contracts that provide for an annual increase in fees, generally tied to the percentage changes in the consumer price index. Future maintenance revenue growth is dependent on our ability to retain existing clients, add new license clients and increase average maintenance fees.
 
Professional Services
 
Professional services revenues were $17.5 million, $19.6 million and $15.1 million in 2007, 2006 and 2005, respectively. The decrease in professional services revenues in 2007 was primarily related to several large professional services projects that were either completed or substantially completed in late 2006; we were not engaged in similar sized projects in 2007. Additionally, professional services revenues for 2006 included an increase of $0.2 million as a result of adjusting our deferred revenue to fair value in connection with the Transaction. The increase in professional services revenues from 2005 to 2006 of $4.5 million, or 30%, was primarily due to our 2005 acquisitions, which increased revenues by an aggregate of $2.9 million, reflecting a full 12 months of activity and organic growth of $1.6 million. Our overall software license revenue levels and market demand for professional services will continue to have an effect on our professional services revenues.
 
Software-Enabled Services
 
Software-enabled services revenues were $141.3 million, $107.7 million and $75.1 million in 2007, 2006 and 2005, respectively. The increase in software-enabled services revenues in 2007 of $33.6 million, or 31%, was primarily due to organic growth of $29.0 million, which included increased demand for portfolio management and accounting services from existing clients and the addition of new clients for our SS&C Fund Services and SS&C Direct software-enabled services, as well as our Pacer application service provider (“ASP”) services and Securities Valuation (“SVC”) securities data services provided by SS&C Technologies Canada Corp. Acquisitions added $5.0 million in revenues. Additionally, software-enabled services revenues for 2006 include an increase of $0.4 million related to the valuation of deferred revenue acquired in the Transaction. The increase in software-enabled services revenues from 2005 to 2006 of $32.7 million, or 44%, was primarily due to our 2005 acquisitions, which increased revenues by an aggregate of $12.5 million, reflecting a full 12 months of activity, our 2006 acquisition of Cogent, which added $4.2 million and organic growth of $15.7 million. Organic growth was driven by SS&C Fund Services and Pacer ASP services provided by SS&C Canada. Additionally, software-enabled services revenues for 2006 increased $0.3 million from 2005 as a result of adjusting deferred revenue to fair value in connection with the Transaction. Future software-enabled services revenue growth is dependent on our ability to add new software-enabled services clients, retain existing clients and increase average software-enabled services fees.


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Cost of Revenues
 
The total cost of revenues was $128.9 million, $100.0 million and $66.6 million in 2007, 2006 and 2005, respectively. The gross margin decreased from 59% in 2005 to 51% in 2006 and 48% in 2007. The increase in total cost of revenues in 2007 was mainly due to three factors: personnel increases to support revenue growth, acquisitions and the increased costs associated with stock-based compensation and amortization of intangibles. Cost increases to support our organic revenue growth were $15.8 million and acquisitions added $4.0 million in costs, primarily in software-enabled services revenues. Stock-based compensation expense increased $2.0 million due to the vesting of certain performance-based options, amortization expense increased $6.9 million as a result of increasing cash flows, and non-cash rent expense increased $0.2 million. Certain of our intangible assets are amortized into cost of revenues based on the ratio that current cash flows for the intangible assets bear to the total of current and expected future cash flows for the intangible assets. The increase in costs in 2006 was primarily due to our acquisitions, which increased costs by an aggregate of $13.6 million, incremental amortization of $10.2 million related to the revaluation of intangible assets in connection with the Transaction and cost increases of $10.0 million to support our organic revenue growth. The increased costs included $9.0 million for personnel, infrastructure and other costs to support the growth in our software-enabled services revenues and professional services revenues, and $1.0 million of stock-based compensation expense.
 
Cost of Software License Revenues
 
Cost of software license revenues consists primarily of amortization expense of completed technology, royalties, third-party software, and the costs of product media, packaging and documentation. The cost of software license revenues was $9.6 million, $9.2 million and $3.8 million in 2007, 2006 and 2005, respectively. The increase in cost of software licenses in 2007 was due to additional amortization expense under the percent of cash flows method. The increase in cost from 2005 to 2006 was attributable in part to $3.9 million in additional amortization relating to the Transaction, reflecting a full 12 months of expense, and acquisitions, which increased costs by an aggregate of $0.9 million. Organically, costs increased $0.6 million, reflecting additional amortization under the percent of cash flows method.
 
Cost of Maintenance Revenues
 
Cost of maintenance revenues consists primarily of technical client support, costs associated with the distribution of products and regulatory updates and amortization of intangible assets. The cost of maintenance revenues was $26.0 million, $20.4 million and $11.9 million in 2007, 2006 and 2005, respectively. The increase in cost of maintenance revenues in 2007 was primarily due to additional amortization expense of $4.6 million as a result of increasing cash flows, acquisitions, which added $0.5 million in costs, an increase of $0.3 million in costs to support organic revenue growth and additional stock-based compensation expense of $0.2 million. The increase in costs from 2005 to 2006 was primarily due to $7.0 million in additional amortization relating to the Transaction and acquisitions, which added $1.7 million. These increases were offset by a $0.2 million decrease in organic costs.
 
Cost of Professional Services Revenues
 
Cost of professional services revenues consists primarily of the cost related to personnel utilized to provide implementation, conversion and training services to our software licensees, as well as system integration, custom programming and actuarial consulting services. The cost of professional services revenue was $14.3 million, $12.6 million and $8.7 million in 2007, 2006 and 2005, respectively. The increase in cost of professional services revenues in 2007 was primarily due to additional stock-based compensation expense of $0.2 million and an increase of $1.4 million in personnel costs. Acquisitions added $0.1 million in costs. The increase in costs from 2005 to 2006 was primarily due to acquisitions, which added $2.3 million, and an increase of $1.5 million to support organic revenue growth, primarily personnel costs.


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Cost of Software-Enabled Services Revenues
 
Cost of software-enabled services revenues consists primarily of the cost related to personnel utilized in servicing our software-enabled services clients and amortization of intangible assets. The cost of software-enabled services revenues was $79.0 million, $57.8 million and $42.2 million in 2007, 2006 and 2005, respectively. The increase in cost of software-enabled services revenues in 2007 was primarily due to an increase of $14.2 million in costs to support the growth in organic revenues, additional stock-based compensation expense of $1.7 million and acquisitions, which added $3.2 million. Additionally, amortization expense increased $2.0 million due to increasing cash flows and non-cash rent expense increased $0.1 million. The increase in costs from 2005 to 2006 was primarily due to acquisitions, which increased costs by an aggregate of $8.7 million, and an increase of $7.0 million in costs to support the organic growth in software-enabled services revenues. Additionally, 2006 costs include $0.8 million related to stock-based compensation and a decrease of $0.8 million in amortization expense.
 
Operating Expenses
 
Our total operating expenses were $70.6 million, $61.6 million and $85.8 million in 2007, 2006 and 2005, respectively, representing 28%, 30% and 53%, respectively, of total revenues in those years. The increase in operating expenses in 2007 was primarily due to additional stock-based compensation expense of $5.1 million due to the vesting of certain performance-based options and additional increases of $2.9 million in costs to support organic revenue growth. Expenses increased $0.2 million related to increased amortization expense, partially offset by a decrease of $0.2 million in capital-based taxes. The remaining $1.0 million of the increase was due to our acquisitions of Northport, Zoologic and Cogent. The decrease in total operating expenses from 2005 to 2006 was primarily due to one-time transaction costs of $36.9 million in 2005. Additionally, acquisitions increased costs in 2006 by an aggregate of $7.2 million and organic costs increased $5.5 million. The increase in organic costs was primarily due to $2.9 million in stock-based compensation, $1.8 million in capital-based taxes, $1.1 million in increased amortization expense due to the revaluation of intangible assets acquired in the Transaction and $1.0 million in post-Transaction management services provided by Carlyle. These increases were offset by a decrease of $1.3 million in personnel and other expenses.
 
Selling and Marketing
 
Selling and marketing expenses consist primarily of the personnel costs associated with the selling and marketing of our products, including salaries, commissions and travel and entertainment. Such expenses also include amortization of intangible assets, the cost of branch sales offices, trade shows and marketing and promotional materials. Selling and marketing expenses were $19.7 million, $17.6 million and $14.5 million in 2007, 2006 and 2005, respectively, representing 8%, 9% and 9%, respectively, of total revenues in those years. The increase in selling and marketing expenses in 2007 was primarily attributable to an increase in stock-based compensation expense of $1.2 million, our acquisitions, which added $0.5 million in costs, and an increase of $0.4 million in costs, primarily commissions due to the increase in revenue. The increase in expenses from 2005 to 2006 was primarily due to acquisitions, which increased costs by an aggregate of $2.2 million, a $1.0 million in increased amortization expense due to the revaluation of intangible assets acquired in the Transaction and stock-based compensation expense of $0.6 million. These increases were offset by a decrease of $0.7 million in personnel and other costs.
 
Research and Development
 
Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products. Research and development expenses were $26.3 million, $23.6 million and $21.3 million in 2007, 2006 and 2005, respectively, representing 11%, 11% and 13%, respectively, of total revenues in those years. The increase in research and development expenses in 2007 was primarily due to an increase of $1.4 million in costs to support organic revenue growth, additional stock-based compensation expense of $0.7 million, our acquisitions, which added $0.4 million and an increase of $0.1 million in non-cash rent expense. The increase in expenses from 2005 to 2006 was primarily due to


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acquisitions, which increased costs by an aggregate of $3.6 million, and stock-based compensation expense of $0.4 million. These increases were offset by a decrease of $1.6 million in personnel and other costs.
 
General and Administrative
 
General and administrative expenses consist primarily of personnel costs related to management, accounting and finance, information management, human resources and administration and associated overhead costs, as well as fees for professional services. General and administrative expenses were $24.6 million, $20.4 million and $13.1 million in 2007, 2006 and 2005, respectively, representing 10%, 10% and 8%, respectively, of total revenues in those years. The increase in general and administrative expenses in 2007 was primarily due to an increase of $0.9 million in costs to support the growth in organic revenues, primarily personnel related costs, additional stock-based compensation expense of $3.2 million and acquisitions, which added $0.2 million. These increases were partially offset by a decrease of $0.1 million in non-cash rent expense. The increase in expenses from 2005 to 2006 was primarily due to acquisitions, which increased costs by an aggregate of $1.4 million, stock-based compensation expense of $1.8 million, capital-based taxes of $1.8 million and $1.0 million in post-Transaction management services provided by Carlyle. Personnel and other costs increased an additional $1.3 million.
 
Merger Costs Related to the Transaction
 
In connection with the Transaction, we incurred $36.9 million in costs, including $31.7 million of compensation expense related to the payment and settlement of SS&C’s outstanding stock options.
 
Interest Income, Interest Expense and Other Income, Net
 
We had interest expense of $45.5 million and interest income of $0.9 million in 2007 compared to interest expense of $47.4 million and interest income of $0.4 million in 2006. In 2005, we had interest expense of $7.0 million and interest income of $1.1 million. The decrease in interest expense in 2007 reflects the lower average debt balance as compared to 2006. The increase in interest income in 2007 is related to the higher average cash balance as compared to 2006. The increase in interest expense from 2005 to 2006 reflects a full 12 months of carrying the debt issued in connection with the Transaction. Other income, net in 2007 consists primarily of foreign currency translation gains of $0.6 million, property tax refunds of $0.9 million and $0.4 million related to the favorable settlement of a liability accrued at the time of our acquisition of FMC in 2005. Other income, net in 2006 primarily reflects income recorded under the equity method from a private investment. Included in other income, net in 2005 were net gains of $0.6 million resulting from the sale of marketable securities and net foreign currency translation gains of $0.2 million.
 
Provision for Income Taxes
 
For the year ended December 31, 2007, we recorded a benefit of $0.5 million. The difference between the benefit we recorded and the statutory rate was partially due to changes in Canadian statutory tax rates enacted in June 2007 and December 2007, for which we recorded a benefit of approximately $1.5 million on our deferred tax liabilities, and foreign tax benefits of approximately $1.9 million. For the year ended December 31, 2006, we recorded a benefit of $3.8 million. This was partially due to a change in Canadian statutory tax rates enacted in June 2006, for which we recorded a benefit of approximately $1.2 million on our deferred tax liabilities, and foreign tax benefits of approximately $1.9 million. For the year ended December 31, 2005, we had an effective income tax rate of approximately 63%. The higher tax rate in 2005 was primarily due to the merger costs related to the sale of SS&C which were not deductible for tax purposes. We had $75.1 million of deferred tax liabilities and $10.6 million of deferred tax assets at December 31, 2007. In future years, we expect to have sufficient levels of profitability to realize the deferred tax assets at December 31, 2007.


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Liquidity and Capital Resources
 
Our principal cash requirements are to finance the costs of our operations pending the billing and collection of client receivables, to fund payments with respect to our indebtedness, to invest in research and development and to acquire complementary businesses or assets. We expect our cash on hand, cash flows from operations, net proceeds from this offering and availability under the revolving credit portion of our senior credit facilities to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next 12 months.
 
Our cash and cash equivalents at December 31, 2007 were $19.2 million, an increase of $7.5 million from $11.7 million at December 31, 2006. Cash provided by operations was partially offset by net repayments of debt and cash used for an acquisition and capital expenditures.
 
Net cash provided by operating activities was $57.1 million in 2007. Net cash provided by operating activities during 2007 was primarily the result of our net income, adjusted for non-cash expenses including depreciation and amortization, stock compensation expense, amortization of loan origination costs and a decrease in deferred income taxes. The net change in our operating accounts was driven by increases in accrued expenses, income taxes payable and deferred revenues, partially offset by increases in accounts receivable and prepaid expenses and other assets. The increase in accrued expenses primarily represented increases in accrued employee bonuses and deferred rent. The increase in deferred rent was the result of signing an extension of our lease agreement for our headquarters in Windsor, Connecticut and newly leased space in Chicago and New York City, partially offset by the favorable settlement of the acquired FMC liability. The increase in accounts receivable was primarily attributable to our growth in revenues. Days’ sales outstanding decreased to 52 days as of December 31, 2007 from 53 days as of December 31, 2006. Deferred revenues increased as a result of maintenance revenues increasing in 2007 over 2006.
 
Investing activities used net cash of $12.8 million in 2007. Cash used by investing activities was primarily due to $5.1 million cash paid for the acquisition of Northport and $7.7 million in capital expenditures to support the growth of our business.
 
Net cash used in financing activities was $37.4 million in 2007, primarily related to $37.5 million net repayments of debt. Additionally, the exercise of employee stock options provided $0.1 million in income tax benefits.
 
Contractual Obligations
 
The following table summarizes our contractual obligations as of December 31, 2007 that require us to make future cash payments (in thousands):
 
                                                 
          Less than
                More than
       
Contractual Obligations
  Total     1 Year     1-3 Years     3-5 Years     5 Years     All Other  
 
Short-term and long-term debt(1)
  $ 443,009     $ 2,429     $ 4,857     $ 230,723     $ 205,000     $  
Interest payments(2)
    218,047       40,784       80,890       72,285       24,088        
Operating lease obligations(3)
    45,676       7,665       14,729       12,428       10,854        
Purchase obligations(4)
    3,058       1,924       604       509       21        
FIN 48 liability and interest(5)
    6,712                               6,712  
                                                 
Total contractual obligations
  $ 716,502     $ 52,802     $ 101,080     $ 315,945     $ 239,963     $ 6,712  
                                                 
 
 
(1) Short-term and long-term debt obligations do not reflect our intention to redeem up to 35% of our senior subordinated notes. If we redeem 35% of our senior subordinated notes with the net proceeds from this offering, our payments due in more than five years will be reduced by $71.8 million.
 
(2) Reflects interest payments on our term loan facility at an assumed interest rate of three-month LIBOR of 4.83% plus 2.0% for U.S. dollar loans and CDOR of 4.81% plus 2.85% for Canadian dollar loans, interest payments on our revolving credit facility at an assumed interest rate of one-month LIBOR of 4.83% plus 2.75% and required interest payment payments on our senior subordinated notes of 11.75%.


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(3) We are obligated under noncancelable operating leases for office space and office equipment. The lease for the corporate facility in Windsor, Connecticut expires in 2016. We sublease office space under noncancelable leases. We received rental income under these leases of $1.5 million, $1.4 million and $0.4 million for the years ended December 31, 2007, 2006 and 2005, respectively. The effect of the rental income to be received in the future has not been included in the table above.
 
(4) Purchase obligations include the minimum amounts committed under contracts for goods and services.
 
(5) As of December 31, 2007, our FIN 48 liability and related net interest payable were $6.5 million and $0.2 million, respectively. We are unable to reasonably estimate the timing of FIN 48 liability and interest payments in individual years beyond 12 months due to uncertainties in the timing of the effective settlement of tax positions.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
 
The Going-Private Transaction
 
On November 23, 2005, in connection with the Transaction, SS&C (1) entered into a new $350 million credit facility, consisting of a $200 million term loan facility with SS&C as the borrower, a $75 million- equivalent term loan facility with a Canadian subsidiary as the borrower ($17 million of which is denominated in US dollars and $58 million of which is denominated in Canadian dollars) and a $75 million revolving credit facility and (2) issued $205 million aggregate principal amount of 11 3 / 4 % senior subordinated notes due 2013.
 
As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At December 31, 2007, our total indebtedness was $443.0 million and we had $75.0 million available for borrowing under our revolving credit facility.
 
Senior Credit Facilities
 
SS&C’s borrowings under the senior credit facilities bear interest at either a floating base rate or a Eurocurrency rate plus, in each case, an applicable margin. In addition, SS&C pays a commitment fee in respect of unused revolving commitments at a rate that will be adjusted based on our leverage ratio. SS&C is obligated to make quarterly principal payments on the term loan of $2.4 million per year. Subject to certain exceptions, thresholds and other limitations, SS&C is required to prepay outstanding loans under the senior credit facilities with the net proceeds of certain asset dispositions and certain debt issuances and 50% of its excess cash flow (as defined in the agreements governing our senior credit facilities), which percentage will be reduced based on our reaching certain leverage ratio thresholds.
 
The obligations under our senior credit facilities are guaranteed by SS&C Holdings and all of SS&C’s existing and future material wholly owned U.S. subsidiaries, with certain exceptions as set forth in our credit agreement. The obligations of the Canadian borrower are guaranteed by SS&C Holdings, SS&C and each of SS&C’s U.S. and Canadian subsidiaries, with certain exceptions as set forth in the credit agreement. The obligations under the senior credit facilities are secured by a perfected first priority security interest in all of SS&C’s capital stock and all of the capital stock or other equity interests held by SS&C Holdings, SS&C and each of SS&C’s existing and future U.S. subsidiary guarantors (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in our credit agreement) and all of SS&C Holdings’ and SS&C’s tangible and intangible assets and the tangible and intangible assets of each of SS&C’s existing and future U.S. subsidiary guarantors, with certain exceptions as set forth in the credit agreement. The Canadian borrower’s borrowings under the senior credit facilities and all guarantees thereof are secured by a perfected first priority security interest in all of SS&C’s capital stock and all of the capital stock or other equity interests held by SS&C Holdings, SS&C and each of SS&C’s existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement, and all of SS&C Holdings’ and SS&C’s tangible and intangible assets and the tangible and intangible assets of each of SS&C’s existing


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and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement.
 
The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, SS&C’s (and its restricted subsidiaries’) ability to incur additional indebtedness, pay dividends and distributions on capital stock, create liens on assets, enter into sale and lease-back transactions, repay subordinated indebtedness, make capital expenditures, engage in certain transactions with affiliates, dispose of assets and engage in mergers or acquisitions. In addition, under the senior credit facilities, SS&C is required to satisfy and maintain a maximum total leverage ratio and a minimum interest coverage ratio. We were in compliance with all covenants at December 31, 2007.
 
In March 2007, SS&C amended the credit agreement to reduce the margin on the U.S. Term Loan from 2.5% to 2.0%.
 
11 3 / 4 % Senior Subordinated Notes due 2013
 
The 11 3 / 4 % senior subordinated notes due 2013 are unsecured senior subordinated obligations of SS&C that are subordinated in right of payment to all existing and future senior debt, including the senior credit facilities. The senior subordinated notes will be pari passu in right of payment to all future senior subordinated debt of SS&C.
 
The senior subordinated notes are redeemable in whole or in part, at SS&C’s option, at any time at varying redemption prices that generally include premiums, which are defined in the indenture. In addition, upon a change of control, SS&C is required to make an offer to redeem all of the senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.
 
The indenture governing the senior subordinated notes contains a number of covenants that restrict, subject to certain exceptions, SS&C’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, pay dividends, make certain investments, create liens, dispose of certain assets and engage in mergers or acquisitions.
 
We currently intend to use a majority of our net proceeds from this offering to redeem up to $71.75 million in principal amount of the outstanding senior subordinated notes, at a redemption price of 111.75% of the principal amount, plus accrued and unpaid interest. If we redeem the maximum amount of senior subordinated notes permitted by the indenture, we will redeem $71.75 million in principal amount of notes for $80.18 million in cash, plus accrued and unpaid interest. This redemption will result in a loss on extinguishment of debt of approximately $10.5 million in the period in which the notes are redeemed, which includes an $8.4 million redemption premium and a non-cash charge of approximately $2.1 million relating to the write-off of deferred financing fees attributable to the redeemed notes. Our future annual interest payments will be reduced by approximately $8.4 million. For each $1.0 million decrease in the principal amount redeemed, we will pay $1.12 million less in cash. See “Use of Proceeds” for additional information.
 
Covenant Compliance
 
Under the senior credit facilities, we are required to satisfy and maintain specified financial ratios and other financial condition tests. As of December 31, 2007, we were in compliance with the financial and non-financial covenants. Our continued ability to meet these financial ratios and tests can be affected by events beyond our control, and we cannot assure you that we will meet these ratios and tests. A breach of any of these covenants could result in a default under the senior credit facilities. Upon the occurrence of any event of default under the senior credit facilities, the lenders could elect to declare all amounts outstanding under the senior credit facilities to be immediately due and payable and terminate all commitments to extend further credit.
 
Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in our senior credit facilities, which are material facilities supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (EBITDA), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant


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compliance under our senior credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratios and other financial condition tests contained in our senior credit facilities.
 
Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.
 
The breach of covenants in our senior credit facilities that are tied to ratios based on Consolidated EBITDA could result in a default under that agreement, in which case the lenders could elect to declare all amounts borrowed due and payable and to terminate any commitments they have to provide further borrowings. Any such acceleration would also result in a default under our indenture. Any default and subsequent acceleration of payments under our debt agreements would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Consolidated EBITDA.
 
Consolidated EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, our senior credit facilities require that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.
 
Consolidated EBITDA is not a recognized measurement under GAAP, and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income (loss), which is the most directly comparable GAAP financial measure, including:
 
  •  Consolidated EBITDA does not reflect the provision of income tax expense in our various jurisdictions;
 
  •  Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;
 
  •  Consolidated EBITDA does not reflect any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges;
 
  •  Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock option awards; and
 
  •  Consolidated EBITDA excludes expenses that we believe are unusual or non-recurring, but which others may believe are normal expenses for the operation of a business.


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The following is a reconciliation of net income to Consolidated EBITDA as defined in our senior credit facilities.
 
                                           
    Successor     Combined     Successor       Predecessor  
                      Period from
         
                      November 23,
      Period from
 
                      2005
      January 1
 
    Year Ended
    Year Ended
    Year Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
    December 31,
      November 22,
 
    2007     2006     2005     2005       2005  
    (In thousands)  
Net income
  $ 6,575     $ 1,075     $ 1,543     $ 831       $ 712  
Interest expense, net
    44,524       47,039       5,951       4,890         1,061  
Income tax (benefit) provision
    (458 )     (3,789 )     2,658               2,658  
Depreciation and amortization
    35,047       27,128       11,876       2,301         9,575  
                                           
EBITDA
    85,688       71,453       22,028       8,022         14,006  
Purchase accounting adjustments(1)
    (296 )     3,017       616       616          
Merger costs
                36,912               36,912  
Capital-based taxes
    1,721       1,841                      
Unusual or non-recurring charges(2)
    (1,718 )     1,485       (979 )     (242 )       (737 )
Acquired EBITDA and cost savings(3)
    135       1,147       14,893       85         14,808  
Stock-based compensation
    10,979       3,871                      
Other(4)
    2,158       1,184       107       107          
                                           
Consolidated EBITDA, as defined
  $ 98,667     $ 83,998     $ 73,577     $ 8,588       $ 64,989  
                                           
 
 
(1) Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of the Transaction and (b) an adjustment to increase rent expense by the amount that would have been recognized if lease obligations were not adjusted to fair value at the date of the Transaction.
 
(2) Unusual or non-recurring charges include foreign currency gains and losses, gains and losses on the sales of marketable securities, equity earnings and losses on investments, proceeds and payments associated with legal and other settlements, costs associated with the closing of a regional office and other one-time gains and expenses.
 
(3) Acquired EBITDA and cost savings reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period and cost savings to be realized from such acquisitions.
 
(4) Other includes management fees and related expenses paid to Carlyle and the non-cash portion of straight-line rent expense.
 
Our covenant restricting capital expenditures for the year ended December 31, 2007 limits expenditures to $10 million. Actual expenditures for the year ended December 31, 2007 were $7.7 million. Our covenant requirements for total leverage ratio and minimum interest coverage ratio and the actual ratios for the year ended December 31, 2007 are as follows:
 
                 
    Covenant
  Actual
    Requirements   Ratios
 
Maximum consolidated total leverage to Consolidated EBITDA Ratio
    6.75 x     4.30 x
Minimum Consolidated EBITDA to consolidated net interest coverage ratio
    1.50 x     2.34 x


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Recent Accounting Pronouncements
 
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires all business combinations completed after the effective date to be accounted for by applying the acquisition method (previously referred to as the purchase method). Companies applying this method will have to identify the acquirer, determine the acquisition date and purchase price and recognize at their acquisition-date fair values the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree. In the case of a bargain purchase the acquirer is required to reevaluate the measurements of the recognized assets and liabilities at the acquisition date and recognize a gain on that date if an excess remains. SFAS 141(R) becomes effective for fiscal periods beginning after December 15, 2008. We are currently evaluating the impact of SFAS 141(R).
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides entities with the option to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, and also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This standard is intended to expand the use of fair value measurement, but does not require any new fair value measurements. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the potential impact of this standard on our financial position and results of operations.
 
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, the FASB has provided a one-year deferral for the implementation of SFAS 157 for other non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. We do not expect that the adoption of SFAS 157 will have a significant impact on our financial position and results of operations.
 
Quantitative and Qualitative Disclosures About Market Risk
 
We do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, having initial maturities of three months or less. When necessary we have borrowed to fund acquisitions.
 
At December 31, 2007, we had total debt of $443.0 million, including $238.0 million of variable interest rate debt. We have entered into three interest rate swap agreements which fixed the interest rates for $209.0 million of our variable interest rate debt. Two of our swap agreements are denominated in U.S. dollars and have notional values of $100 million and $50 million, effectively fix our interest rates at 6.78% and 6.71%, respectively, and expire in December 2010 and December 2008, respectively. Our third swap agreement is denominated in Canadian dollars and, as of December 31, 2007, had a notional value equivalent to approximately $59.0 million U.S. dollars. The Canadian swap effectively fixes our interest rate at 6.679% and expires in December 2008. During the period when all three of our swap agreements are effective, a 1% change in interest rates would result in a change in interest expense of approximately $0.3 million per year. Upon the expiration of the two interest rate swap agreements in December 2008 and the third interest rate swap agreement in December 2010, a 1% change in interest rates would result in a change in interest expense of approximately $1.4 million and $2.4 million per year, respectively. In January 2008, we unwound approximately $20.0 million of the swap denominated in Canadian dollars, reducing its notional value to approximately $39.0 million U.S. dollars.


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At December 31, 2007, $60.0 million of our debt was denominated in Canadian dollars. We expect that our foreign denominated debt will be serviced through our local operations.
 
During 2007, approximately 41% of our revenues was from clients located outside the United States. A portion of the revenues from clients located outside the United States is denominated in foreign currencies, the majority being the Canadian dollar. Revenues and expenses of our foreign operations are denominated in their respective local currencies. We continue to monitor our exposure to foreign exchange rates as a result of our foreign currency denominated debt, our acquisitions and changes in our operations.
 
The foregoing risk management discussion and the possible effects of market risks are forward-looking statements. Actual results in the future may differ materially from these projected results due to actual developments in global financial markets. The analytical methods used by us to assess and minimize risk discussed above should not be considered projections of future events or losses.


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BUSINESS
 
Overview
 
We are a leading provider of mission-critical, sophisticated software products and software-enabled services that allow financial services providers to automate complex business processes and effectively manage their information processing requirements. Our portfolio of software products and rapidly deployable software-enabled services allows our clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting, and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing. Our solutions enable our clients to focus on core operations, better monitor and manage investment performance and risk, improve operating efficiency and reduce operating costs. We provide our solutions globally to more than 4,000 clients, principally within the institutional asset management, alternative investment management and financial institutions sectors. In addition, our clients include commercial lenders, corporate treasury groups, insurance and pension funds, municipal finance groups and real estate property managers.
 
We provide the global financial services industry with a broad range of both specialized software products, which are deployed at our clients’ facilities, and software-enabled services, which consist of software-enabled outsourcing services and subscription-based on-demand software that is hosted at our facilities. Our software-enabled services, which combine the strengths of our proprietary software with our domain expertise, enable our clients to contract with us to provide many of their mission-critical and complex business processes. For example, we utilize our software to offer comprehensive fund administration services for alternative investment managers, including fund manager services, transfer agency services, fund of funds services, tax processing and accounting and processing. We offer clients the flexibility to choose from multiple software delivery options, including on-premise applications and hosted, multi-tenant or dedicated applications. Additionally, we provide certain clients with targeted, blended solutions based on a combination of our various software and software-enabled services. We believe that our software-enabled services provide superior client support and an attractive alternative to clients that do not wish to install, manage and maintain complicated financial software. The following table describes selected functionality of our software products and software-enabled services and the eight vertical markets that we serve.
 
                                                                 
                                Real Estate
    Alternative
  Corporate
      Institutional
  Insurance &
      Municipal
  Leasing/
Selected
  Investment
  Treasury
  Financial
  Assets
  Pension
  Commercial
  Finance
  Property
Functionality
  Managers   Groups   Institutions   Managers   Funds   Lenders   Groups   Managers
 
Portfolio Management/Accounting
    ü       ü       ü       ü       ü                          
Trading/Treasury Operations
    ü       ü       ü       ü       ü                          
Financial Modeling
                    ü               ü               ü          
SS&C Fund Services
    ü                                                          
Loan Management/Accounting
                    ü               ü       ü                  
Money Market Processing
                    ü                                          
Property Management
                                                            ü  
 
Our business model is characterized by substantial contractually recurring revenues, high operating margins and significant cash flow. We generate revenues primarily through our high-value software-enabled services, which are typically sold on a long-term subscription basis and integrated into our clients’ business processes. Our software-enabled services are generally provided under two- to five-year non-cancelable contracts with required monthly or quarterly payments. We also generate revenues by licensing our software to clients through either perpetual or term licenses, both of which include annually renewable maintenance contracts. As a consequence, a significant portion of our revenues consists of subscription payments and maintenance fees and is contractually recurring in nature. Our pricing typically scales as a function of our clients’ assets under management, the complexity of asset classes managed and the volume of transactions.
 
Our contractually recurring revenue model helps us minimize the fluctuations in revenues and cash flows typically associated with up-front, perpetual software license revenues and enhances our ability to manage costs. Our contractually recurring revenues, which we define as our software-enabled services and maintenance revenues, increased as a percentage of total revenues from 52% in the year ended December 31, 2000 to 82%


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in the year ended December 31, 2007. We have experienced average revenue retention rates in each of the last five years of greater than 90% on our software-enabled services and maintenance contracts for our core enterprise products. We believe that the high value-added nature of our products and services has enabled us to maintain our high revenue retention rates and significant operating margins.
 
Through a combination of organic growth and acquisitions, we generated revenues of $248.2 million for the year ended December 31, 2007 as compared to revenues of $161.6 million for the year ended December 31, 2005. We generated 76% of our revenues in 2007 from clients in North America and 24% from clients outside North America. Our revenues are highly diversified, with our largest client in 2007 accounting for less than 5% of our revenues.
 
Since 2005, our business has continued to grow, and we have made significant operational improvements. We acquired EisnerFast, Financial Interactive, Cogent Management and Northport, which enabled us to expand our software-enabled services for alternative investment managers, as well as MarginMan, Open Information Systems and Zoologic, which added software solutions to complement our product suite. We also acquired and integrated the operations of Financial Models Company, which significantly increased our client base and product capabilities. Moreover, we have strengthened our product portfolio through internal development and introduced new offerings for institutional asset managers, alternative investment managers and mortgage and commercial loan managers. On November 23, 2005, SS&C was acquired by SS&C Holdings, which is currently owned principally by funds affiliated with Carlyle and by Mr. Stone.
 
Our Industry
 
The financial services industry is a large, dynamic market and comprises a variety of enterprises and organizations, including institutional asset managers, alternative investment managers, financial institutions, commercial lenders, corporate treasury groups, insurance and pension funds, municipal finance groups and real estate property managers. We expect continued strong growth within the financial services information technology, or IT, market due to growing assets under management, increasing transaction volumes, constantly evolving regulatory requirements and the increasing number, and complexity, of asset classes. According to a 2007 Gartner report, worldwide financial services industry spending on IT services and software is forecasted to grow from $179.4 billion in 2006 to $271.4 billion in 2011, representing an 8.6% compound annual growth rate. Additionally, worldwide financial services spending on outsourced process management is expected to grow from $29.9 billion in 2006 to $50.2 billion in 2011, representing an 11.0% compound annual growth rate. We expect our growth to continue due to a number of factors related to the financial services industry and evolving challenges faced by industry participants, including:
 
Growing Worldwide Financial Services Industry.   As both transaction volumes and assets under management increase, financial services providers require more advanced solutions to automate complex business processes and manage their information processing requirements. For example, according to a 2007 Boston Consulting Group report, the value of professionally managed assets grew by approximately 13% globally to $53.4 trillion in 2006, with the United States accounting for $25.7 trillion of that amount. The average daily trading volume on the New York Stock Exchange increased from 1.04 billion shares in 2000 to 2.78 billion shares in 2007. Additionally, alternative investment vehicles such as hedge funds and private equity funds have experienced rapid growth. According to a 2007 report of Hedge Fund Research, Inc., the total assets under hedge fund management have increased from $490.6 billion in 2000 to $1.9 trillion in 2007, representing a compound annual growth rate of 21%. To keep pace with the rapid changes in the industry and remain competitive with other industry participants, financial services providers increasingly need to implement advanced software applications or utilize service offerings from third parties to manage their most critical and complex IT processes.
 
Increasing Willingness to Implement Solutions from Independent Software Vendors and Outsource IT Operations.   Historically, financial services providers have relied in large part on their internal IT departments to supply the systems required to manage, analyze and control vast amounts of data. Rather than internally developing applications that automate business processes, many financial services providers are implementing advanced software solutions from independent software vendors to replace their current systems, which are


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often cumbersome, time-consuming to operate and expensive to implement, customize, update and support. Additionally, financial services providers globally are outsourcing a growing percentage of their business processes to benefit from best-in-class process execution, focus on core operations, quickly expand into new markets, reduce costs, streamline organizations, handle increased transaction volumes and ensure system redundancy. We believe that one of the key challenges faced by investment management industry participants is how to expand their use of third-party service providers to address the increasing complexity of new products and the growing investor and regulatory information demands. For example, many alternative investment firms lack the substantial in-house IT resources necessary to establish and manage the complex IT infrastructures their investment professionals require. These firms increasingly seek end-to-end solutions that enable them to outsource their operations from the front-office through the back-office.
 
Asset Classes and Securities Products Growing in Both Number and Complexity.   As the financial services industry has evolved, investment professionals must increasingly track and invest in numerous types of asset classes and securities that are often far more complex than traditional equity and debt instruments, including mortgage- and asset-backed securities, derivatives, swaps, futures, repos and options. These assets require more sophisticated systems to automate functions such as trading and modeling, portfolio management, accounting, performance measurement, reconciliation, reporting, processing and clearing.
 
Increasing Regulatory Requirements.   Increasing domestic and foreign regulation is forcing compliance with more complicated and burdensome requirements for financial services providers. This has escalated demand for software solutions that both meet compliance requirements and reduce the burden of compliance reporting and enforcement. For example, according to a May 2007 PricewaterhouseCoopers LLP survey, the top two challenges for 2007 cited by investment management industry executives were regulatory uncertainty and regulatory pressures to increase transparency. Financial services providers continue to face increasing regulatory oversight from domestic organizations such as the Financial Industry Regulatory Authority, U.S. Treasury Department, U.S. Securities and Exchange Commission, New York Stock Exchange, National Association of Insurance Commissioners and U.S. Department of Labor as well as foreign regulatory bodies such as the Office of Supervision of Financial Institutions in Ottawa, Canada, Financial Services Association in London, England and Ministry of Finance in Tokyo, Japan. As the financial services industry continues to grow in complexity, we anticipate regulatory oversight will continue to impose new demands on financial services providers.
 
Intense Global Competition Among Financial Services Providers.   Competition within the financial services industry has become intense as financial services providers expand into new markets and offer new services to their clients in an effort to maximize their profitability. Additionally, a significant number of small- and medium-sized organizations, such as hedge funds, have begun to compete with large financial institutions as they seek to attract new clients whose assets they can manage. As traditional equity and debt instruments become more commoditized, financial services providers are expanding into more complex product and service offerings to drive profitability. In response to these increasingly competitive conditions worldwide, financial services organizations seek to rapidly expand into new markets, increase front-office productivity by offering investment professionals greater modeling functionality and better tools to solve complex financial problems, and drive cost savings by utilizing software to automate and integrate their mission-critical and labor intensive business processes, provide greater functionality to investment professionals and offer the tools necessary to solve complex financial problems.
 
Our Competitive Strengths
 
We believe that our position in the marketplace results from several key competitive strengths, including:
 
Broad Portfolio of Products and Services Focused on Financial Services Organizations.   Our broad portfolio of over 50 software products and software-enabled services allows professionals in the financial services industry to efficiently and rapidly analyze and manage information, increase productivity, devote more time to critical business decisions and reduce costs. Our products and services automate our clients’ most mission-critical, complex business processes, and improve their operational efficiency. We believe our product and service offerings position us as a leader within the specific sectors of financial services software and


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services in which we compete. We provide highly flexible, scalable and cost-effective solutions that enable our clients to track complex securities, better employ sophisticated investment strategies, scale efficiently and meet evolving regulatory requirements. Our solutions allow our clients to automate and integrate their front-office, middle-office and back-office functions, thus enabling straight-through processing.
 
Enhanced Profitability Through Software Ownership.   We use our proprietary software products and infrastructure to provide our software-enabled services, strengthening our overall operating margins. Because we use our own products in the execution of our software-enabled services and generally own and control our products’ source code, we can quickly identify and deploy product improvements and respond to client feedback, enhancing the competitiveness of our software and software-enabled service offerings. This continuous feedback process provides us with a significant advantage over many of our competitors, specifically those software competitors that do not provide a comparable software-enabled services model and therefore do not have the same level of hands-on experience with their products.
 
Attractive Operating Model.   We believe we have an attractive operating model due to the contractually recurring nature of our revenues, the scalability of our software and software-enabled services, the significant operating cash flow we generate and our highly effective sales and marketing model.
 
Growing Contractually Recurring Revenues.   We continue to focus on growing our contractually recurring revenues from our software-enabled services and our maintenance contracts because they provide greater predictability in the operation of our business and enable us to strengthen long-term relationships with our clients. Contractually recurring revenues represented 82% of total revenues for the year ended December 31, 2007, up from 52% of total revenues in 2000.
 
Scalable Software and Software-enabled Services.   We have designed our software and software-enabled services to accommodate significant additional business volumes with limited incremental costs. The ability to generate additional revenues from increased volumes without incurring substantial incremental costs provides us with opportunities to improve our operating margins.
 
Significant Operating Cash Flow.   We are able to generate significant operating cash flows due to our strong operating margins and the relatively modest capital requirements needed to grow our business.
 
Highly Effective Sales and Marketing Model.   We utilize a direct sales force model that benefits from significant direct participation by senior management. We achieve significant efficiency in our sales model by leveraging the Internet as a direct marketing medium. Approximately every two weeks, we deliver over 300,000 electronic newsletters to industry participants worldwide. These eBriefings are integrated with our corporate website, www.ssctech.com, and are the source for a substantial number of our sales leads. Our deep domain knowledge and extensive participation in day-to-day investment, finance and fund administration activities enable us to create informative and timely articles that are the basis of our eBriefings .
 
Deep Domain Knowledge and Extensive Industry Experience.   As of December 31, 2007, we had 868 development and service professionals with significant expertise across the eight vertical markets that we serve and a deep working knowledge of our clients’ businesses. By leveraging our domain expertise and knowledge, we have developed, and continue to improve, our mission-critical software products and services to enable our clients to overcome the complexities inherent in their businesses. For example, our Complete Asset Management, Reporting and Accounting, or CAMRA, software, which supports the entire portfolio management function across all typical securities transactions, was originally released in 1989 and has been continually updated to meet our clients’ new business requirements. We were founded in 1986 by William C. Stone, who has served as our Chairman and Chief Executive Officer since our inception. Our senior management team has a track record of operational excellence and an average of more than 15 years of experience in the software and financial services industries.
 
Trusted Provider to Our Highly Diversified and Growing Client Base.   By providing mission-critical, reliable software products and services for more than 20 years, we have become a trusted provider to the financial services industry. We have developed a large and growing installed base within multiple segments of the financial services industry. Our clients include some of the largest and most well-recognized firms in the


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financial services industry. We believe that our high-quality products and superior services have led to long-term client relationships, some of which date from our earliest days of operations in 1987. Our strong client relationships, coupled with the fact that many of our current clients use our products for a relatively small portion of their total funds and investment vehicles under management, provide us with a significant opportunity to sell additional solutions to our existing clients and drive future revenue growth at lower cost.
 
Superior Client Support and Focus.   Our ability to rapidly deliver improvements and our reputation for superior service have proven to be a strong competitive advantage when developing client relationships. We provide our larger clients with a dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. We also offer the Solution Center, an interactive website that serves as an exclusive online client community where clients can find answers to product questions, exchange information, share best practices and comment on business issues. We believe a close and active service and support relationship significantly enhances client satisfaction, strengthens client relationships and furnishes us with information regarding evolving client issues.
 
Our Growth Strategy
 
We intend to be the leading provider of superior technology solutions to the financial services industry. The key elements of our growth strategy include:
 
Continue to Develop Software-Enabled Services and New Proprietary Software.   Since our founding in 1986, we have focused on building substantial financial services domain expertise through close working relationships with our clients. We have developed a deep knowledge base that enables us to respond to our clients’ most complex financial, accounting, actuarial, tax and regulatory needs. We intend to maintain and enhance our technological leadership by using our domain expertise to build valuable new software-enabled services and solutions, continuing to invest in internal development and opportunistically acquiring products and services that address the highly specialized needs of the financial services industry. Our internal product development team works closely with marketing and client service personnel to ensure that product evolution reflects developments in the marketplace and trends in client requirements. In addition, we intend to continue to develop our products in a cost-effective manner by leveraging common components across product families. We believe that we enjoy a competitive advantage because we can address the investment and financial management needs of high-end clients by providing industry-tested products and services that meet global market demands and enable our clients to automate and integrate their front-, middle- and back-office functions for improved productivity, reduced manual intervention and bottom-line savings. Our software-enabled services revenues increased from $30.9 million for the year ended December 31, 2004 to $141.3 million for the year ended December 31, 2007, representing a compound annual growth rate of 66%.
 
Expand Our Client Base.   Our client base of more than 4,000 clients represents a fraction of the total number of financial services providers globally. As a result, we believe there is substantial opportunity to grow our client base over time as our products become more widely adopted. We have a substantial opportunity to capitalize on the increasing adoption of mission-critical, sophisticated software and software-enabled services by financial services providers as they continue to replace inadequate legacy solutions and custom in-house solutions that are inflexible and costly to maintain. Our direct sales force principally targets financial services providers that are not currently our clients.
 
Increase Revenues from Existing Clients.   We believe our established client base presents a substantial opportunity for growth. Revenues from our existing clients generally grow along with the amount and complexity of assets that they manage and the volume of transactions that they execute. While we expect to continue to benefit from the financial services industry’s growing assets under management, expanding asset classes, and increasing transaction volumes, we also intend to leverage our deep understanding of the financial services industry to identify other opportunities to increase our revenues from our existing clients. Many of our current clients use our products for a minority of their total assets under management and investment funds, providing us with significant opportunities to expand our business relationship and revenues. We have been successful in, and expect to continue to focus our marketing efforts on, providing additional modules or features to the products and services our existing clients already use, as well as cross-selling our other


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products and services. Additionally, we intend to sell additional software products and services to new divisions and new funds of our existing client base. Our client services team is primarily responsible for expanding our relationships with current clients. Moreover, our high quality of service helps us maintain significant client retention rates and longer lasting client relationships.
 
Continue to Capitalize on Acquisitions of Complementary Businesses and Technologies.   We intend to continue to employ a highly disciplined and focused acquisition strategy to broaden and enhance our product and service offerings, add new clients, supplement our internal development efforts and accelerate our expected growth. We believe that our acquisitions have been an extension of our research and development effort that has enabled us to purchase proven products and remove the uncertainties associated with software development projects. We will seek to opportunistically acquire, at attractive valuations, businesses, products and technologies in our existing or complementary vertical markets that will enable us to better satisfy our clients’ rigorous and evolving needs. We have a proven ability to integrate complementary businesses as demonstrated by the 23 businesses that we have acquired since 1995. Our experienced senior management team leads a rigorous evaluation of our acquisition candidates to ensure that they satisfy our product or service needs and will successfully integrate with our business while meeting our targeted financial goals. As a result, our acquisitions have contributed marketable products or services that have added to our revenues. For example, the acquisitions of EisnerFast, Cogent and Northport have expanded our software-enabled services offerings to the alternative investment management market, which is one of our fastest growing businesses today. Through the broad reach of our direct sales force and our large installed client base, we believe we can market these acquired products and services to a large number of prospective clients and scale revenues. Additionally, we have been able to improve the operational performance and profitability of our acquired businesses, creating significant value for our stockholders.
 
Strengthen Our International Presence.   We believe that there is a significant market opportunity to provide software and services to financial services providers outside North America. In 2007, we generated 24% of our revenues from clients outside North America. We are building our international operations in order to increase our sales outside North America. We believe that the hiring of more sales personnel will lead to increased international sales. For example, we believe that the rapidly growing alternative investment management market in Europe presents a compelling growth opportunity. We plan to expand our international market presence by leveraging our existing software products and software-enabled services for alternative investment managers, which to date have primarily been implemented by U.S.-based alternative investment management firms.
 
Our Acquisitions
 
Since 1995, we have acquired over 20 businesses within our industry. We generally seek to acquire companies that satisfy our financial metrics, including expected return on investment, and that:
 
  •  provide complementary products or services in the financial services industry;
 
  •  address a highly specialized problem or a market niche in the financial services industry;
 
  •  expand our global reach into strategic geographic markets;
 
  •  have solutions that lend themselves to being delivered as software-enabled services; and
 
  •  possess proven technology and an established client base that will provide a source of ongoing revenues and to whom we may be able to sell existing products and services.
 
Our senior management receives numerous acquisition proposals for its consideration. We receive referrals from several sources, including clients, investment banks and industry contacts. We believe, based on our experience, that there are numerous solution providers addressing highly particularized financial services needs or providing specialized services that would meet our acquisition criteria.


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Below is a table summarizing our acquisitions.
 
             
            Acquired Products and
Date
 
Acquired Business
 
Contract Purchase Price*
 
Services Currently Offered
 
March 1995
  Chalke   $10,000,000   PTS
November 1997
  Mabel Systems   $850,000 and 109,224 shares   Mabel
December 1997
  Shepro Braun Systems   1,500,000 shares   Total Return, Antares
March 1998
  Quantra   $2,269,800 and 819,028 shares   SKYLINE
April 1998
  The Savid Group   $821,500   Debt & Derivatives
March 1999
  HedgeWare   1,028,524 shares   AdvisorWare
March 1999
  Brookside   41,400 shares   Consulting services
November 2001
  Digital Visions   $1,350,000   PortPro, The BANC Mall, PALMS
January 2002
  Real-Time, USA   $4,000,000   Real-Time, Lightning
November 2002
  DBC   $4,500,000   Municipal finance products
December 2003
  Amicorp Fund Services   $1,800,000   Fund services
January 2004
  Investment Advisory Network   $3,000,000   Compass, Portfolio Manager
February 2004
  NeoVision Hypersystems   $1,600,000   Heatmaps
April 2004
  OMR Systems   $19,671,000   TradeThru, Xacct
February 2005
  Achievement Technologies   $470,000   SamTrak
February 2005
  EisnerFast   $25,300,000   Fund services
April 2005
  Financial Models Company   $159,000,000   FMC suite of products
June 2005
  Financial Interactive    358,424 shares and warrants to purchase 50,000 shares   Fund Runner
August 2005
  MarginMan   $5,600,000   MarginMan
October 2005
  Open Information Systems   $24,000,000   Money Market Manager, Information Manager
March 2006
  Cogent Management   $12,250,000   Fund services
August 2006
  Zoologic   $3,000,000   Education and training courseware
March 2007
  Northport   $5,000,000   Fund services
 
* Share references are to shares of SS&C common stock after giving effect to SS&C’s three-for-two common stock split in the form of a stock dividend effective as of March 2004, but do not reflect the capital structure of SS&C Holdings.
 
Many of our acquisitions have enabled us to expand our product and service offerings into new markets or client bases within the financial services industry. For example, with our acquisitions of Shepro Braun Systems and HedgeWare, we began providing portfolio management and accounting software to the hedge funds and family offices market. We began offering property management products to the real estate property management industry after we acquired Quantra and started selling financial modeling products to the municipal finance groups market after the DBC acquisition. Our acquisition of OMR Systems Corporation and OMR Systems International Limited, which we refer to collectively as OMR, allowed us to offer integrated, global solutions to financial institutions and hedge funds through our TradeThru software and Xacct services. The acquisitions of EisnerFast, Cogent and Northport expanded our software-enabled services to the hedge


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fund and private equity markets. With our acquisition of FMC, we complemented and expanded our product and service offerings to meet the front-, middle- and back-office needs of the investment management industry. The addition of new products and services also enabled us to market other products and services to acquired client bases. Some acquisitions have also provided us with new technology, such as the Heatmaps data visualization product developed by NeoVision Hypersystems, Inc.
 
To date, all of our acquisitions have resulted in a marketable product or service that has added to our revenues. We also have generally been able to improve the operating performance and profitability of the acquired businesses. We seek to reduce the costs of the acquired businesses by consolidating sales and marketing efforts and by eliminating redundant administrative tasks and research and development expenses. In some cases, we have also been able to increase revenues generated by acquired products and services by leveraging our larger sales capabilities and client base.
 
Products and Services
 
Our products and services allow professionals in the financial services industry to automate complex business processes within financial services providers and are instrumental in helping our clients manage significant information processing requirements. Our solutions enable our clients to focus on core operations, better monitor and manage investment performance and risk, improve operating efficiency and reduce operating costs. Our portfolio of over 50 products and software-enabled services allows our clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting, and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing.
 
The following chart summarizes our principal software products and services, typical users and the vertical markets each product serves. Most of these products are also used to deliver our software-enabled services.
 
             
Products     Typical Users     Vertical Markets Served
Portfolio Management/Accounting
           
AdvisorWare
Altair
CAMRA
CAMRA D Class
Debt & Derivatives
Fund Runner
Fund Runner Investorsite
Fund Runner Marathon
Lightning
Pacer
Pages
PALMS
PortPro
Recon
SS&C Wealth Management
Suite Front Office
Sylvan
Total Return
    Portfolio managers
Asset managers
Fund administrators
Investment advisors
Accountants
Auditors
Alternative investment managers Brokers/dealers
    Alternative investment managers
Corporate treasury groups
Financial institutions
Institutional asset managers
Insurance and pension funds
 
             
Trading/Treasury Operations            
Antares
Heatmaps
MarginMan
Suite Front Office
TradeDesk
TradeThru
    Securities traders
Financial institutions
Risk managers
Foreign exchange traders
Asset managers
    Alternative investment managers
Corporate treasury groups
Financial institutions
Institutional asset managers
Insurance and pension funds
 


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Products     Typical Users     Vertical Markets Served
Financial Modeling            
AnalyticsExpress
DBC (family of products)
Finesse HD
PTS
    CEO/CFOs
Risk managers
Actuarial professionals
Bank asset/liability managers Investment bankers
State/local treasury staff
Financial advisors
    Insurance and pension funds
Financial institutions
Municipal finance groups
 
             
Loan Management/Accounting            
LMS Loan Suite
LMS Originator
LMS Servicer
The BANC Mall
    Mortgage originators
Commercial lenders
Mortgage loan servicers
Mortgage loan portfolio managers
Real estate investment managers
Bank/credit union loan officers
    Commercial lenders
Financial institutions
Insurance and pension funds
 
             
Property Management            
SKYLINE (family of products)
SamTrak
    Real estate investment managers
Real estate leasing agents
Real estate property managers
Facility managers
    Real estate leasing/property managers
 
             
Money Market Processing            
Information Manager
Money Market Manager
    Financial institutions
Custodians
Security lenders
Cash managers
    Financial institutions
 
             
Training            
Zoologic Learning Solutions     Financial institutions
Asset managers
Hedge fund managers
Investment bankers
    All verticals
 
 
             
Services     Typical Users     Vertical Markets Served
Software-enabled services            
SS&C Direct
SS&C Fund Services
SSCNet
SVC
    Portfolio managers
Asset managers
Fund administrators
Investment advisors
Alternative investment managers Securities traders
    Alternative investment managers
Financial institutions
Institutional asset managers
Insurance and pension funds
 
 
Portfolio Management/Accounting
 
Our products and services for portfolio management span most of our vertical markets and offer our clients a wide range of investment management solutions.
 
AdvisorWare.   AdvisorWare software supports hedge funds, funds of funds and family offices with sophisticated global investment, trading and management concerns, and/or complex financial, tax (including German tax requirements), partnership and allocation reporting requirements. It delivers comprehensive multi-currency investment management, financial reporting, performance fee calculations, net asset value calculations, contact management and partnership accounting in a straight-through processing environment.
 
Altair.   Altair software is a portfolio management system designed for companies that are looking for a solution that meets Benelux market requirements and want client/server architecture with SQL support. We sell Altair primarily to European asset managers, stock brokers, custodians, banks, pension funds and insurance

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companies. Altair supports a full range of financial instruments, including fixed income, equities, real estate investments and alternative investment vehicles.
 
CAMRA.   CAMRA (Complete Asset Management, Reporting and Accounting) software supports the integrated management of asset portfolios by investment professionals operating across a wide range of institutional investment entities. CAMRA is a 32-bit, multi-user, integrated solution tailored to support the entire portfolio management function and includes features to execute, account for and report on all typical securities transactions.
 
We have designed CAMRA to account for all activities of the investment operation and to continually update investment information through the processing of day-to-day securities transactions. CAMRA maintains transactions and holdings and stores the results of most accounting calculations in its open, relational database, providing user-friendly, flexible data access and supporting data warehousing.
 
CAMRA offers a broad range of integrated modules that can support specific client requirements, such as TBA dollar rolls, trading, compliance monitoring, net asset value calculations, performance measurement, fee calculations and reporting.
 
CAMRA D Class.   CAMRA D Class software is for smaller U.S. insurance companies that need to account for their trades and holdings and comply with statutory reporting requirements but do not require a software application as sophisticated as CAMRA.
 
Debt & Derivatives.   Debt & Derivatives is a comprehensive financial application software package designed to process and analyze all activities relating to derivative and debt portfolios, including pricing, valuation and risk analysis, derivative processing, accounting, management reporting and regulatory reporting. Debt & Derivatives delivers real-time transaction processing to treasury and investment professionals, including traders, operations staff, accountants and auditors.
 
FundRunner.   Fund Runner is a hedge fund investor relationship management and fund profiling solution. Fund Runner solutions provide a comprehensive investor relationship management and fund profiling infrastructure for managing sophisticated investors by consolidating and automating their communication needs. Fund Runner solutions streamline client servicing and marketing for fund managers and integrates account management, correspondence tracking, marketing, reporting, fund and investor performance analysis and compliance.
 
FundRunner InvestorSite.   Fund Runner InvestorSite is a robust, easy-to-use Internet communications development and administration toolset for the investment management industry. Fund Runner InvestorSite empowers investment managers to easily develop and maintain a secure, personalized web presence in order to give their clients valuable information.
 
FundRunner Marathon.   Fund Runner Marathon HF gives hedge fund managers every tool necessary for investor communication and reporting in a clear and simple package any user can easily adopt out of the box.
 
Lightning.   Lightning is a comprehensive software-enabled service supporting the front-, middle- and back-office processing needs of commercial banks and broker-dealers of all sizes and complexity. Lightning automates a number of processes, including trading, sales, funding, accounting, risk analysis and asset/liability management.
 
Pacer.   Pacer is a portfolio management and accounting system designed to manage diversified global portfolios and meet the unique management and accounting needs of all business streams, from institutional and pension management, to separately managed accounts, private client portfolios, mutual funds and unit trusts.
 
Pages.   Pages is a client communication system that generates unique individual client statements and slide presentations for print, electronic or face-to-face meetings. Pages helps enhance customer services by producing client statements that automatically assemble data from portfolio management, customer relationship management, performance measurement and other investment systems.


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PALMS.   PALMS (Portfolio Asset Liability Management System) is an Internet-based service for community banks and credit unions that enables them to manage and analyze their balance sheet. PALMS gives financial institutions instant access to their balance sheet by importing data directly from general ledger, loan, deposit and investment systems and can perform simulations for detailed analysis of the data.
 
PortPro.   PortPro delivers Internet-based portfolio accounting and is available as a software-enabled service. PortPro helps financial institutions effectively measure, analyze and manage balance sheets and investment portfolios. PortPro is offered as a stand-alone product or as a module of Lightning. PortPro includes bond accounting and analytics.
 
Recon.   Recon is a transaction, position and cash reconciliation system that streamlines reconciliation by identifying exceptions and providing effective workflow tools to resolve issues faster, thereby reducing operational risk. Recon automatically reconciles transactions, holdings and cash from multiple sources.
 
SS&C Wealth Management.   SS&C Wealth Management is a web services platform that delivers core account management services to wealth management professionals. Services include investor prospecting, account aggregation and reconciliation, account management, tax lot accounting, performance measurement, fee processing and reporting. Services can be customized to meet the specific needs of registered investment advisors, broker-dealers or financial institutions.
 
Suite Front Office.   A web-based service, Suite Front Office combines our core asset management product functionalities into an innovative, visually appealing, and easy-to-use interface. Suite provides an integrated suite with best-of-breed components — modeling, trading, portfolio accounting, client communications and other mission critical workflows — as an on-demand, software-enabled service.
 
Sylvan.   Sylvan is a performance measurement, attribution and composite management platform designed to streamline the calculation and reporting of performance measurement requirements of clients. It provides an enterprise-wide performance solution with data sourced from multiple accounting engines and is highly scaleable, supporting the high volumes of detailed analysis requirements of institutional investment managers.
 
Total Return.   Total Return is a portfolio management and partnership accounting system directed toward the hedge fund and family office markets. It is a multi-currency system, designed to provide financial and tax accounting and reporting for businesses with high transaction volumes.
 
Trading/Treasury Operations
 
Our comprehensive real-time trading systems offer a wide range of trade order management solutions that support both buy-side and sell-side trading. Our full-service trade processing system delivers comprehensive processing for global treasury and derivative operations. Solutions are available to clients either through a license or as a software-enabled service.
 
Antares.   Antares is a comprehensive, real-time, event-driven trading and profit and loss reporting system designed to integrate trade modeling with trade order management. Antares enables clients to trade and report fixed-income, equities, foreign exchange, futures, options, repos and many other instruments across different asset classes. Antares also offers an add-on option of integrating Heatmaps’ data visualization technology to browse and navigate holdings information.
 
Heatmaps.   Heatmaps is a data visualization technology that uses color, sound, animation and pattern to integrate vast amounts of financial data and analytics into dynamic, visual color displays. Heatmaps provides professional traders, analysts, asset managers and senior management with consolidated and simplified views of their information, allowing them to proactively monitor their business for opportunities, trends and potential risks.
 
MarginMan.   MarginMan delivers collateralized trading software to the foreign exchange (FX) marketplace. MarginMan supports collateralized FX trading, precious metals trading and over-the-counter FX options trading.
 
TradeDesk.   TradeDesk is a comprehensive paperless trading system that automates front- and middle-office aspects of fixed-income transaction processing. In particular, TradeDesk enables clients to automate


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ticket entry, confirmation and access to offerings and provides clients with immediate, online access to complete client information and holdings.
 
TradeThru.   TradeThru is a web-based treasury and derivatives operations service that supports multiple asset classes and provides multi-bank, multi-entity and multi-currency integration of front-, middle- and back-office trade functions for financial institutions. TradeThru is available either through a license or as a software-enabled service. The system delivers automated front- to back-office functions throughout the lifecycle of a trade, from deal capture to settlement, risk management, accounting and reporting. TradeThru also provides data to other external systems, such as middle-office analytic and risk management systems and general ledgers. TradeThru provides one common instrument database, counterparty database, audit trail and end-of-day runs.
 
Financial Modeling
 
We offer several powerful analytical software and financial modeling applications for the insurance industry. We also provide analytical software and services to the municipal finance groups market.
 
AnalyticsExpress.   AnalyticsExpress is a reporting and data visualization tool that translates actuarial analysis into meaningful management information. AnalyticsExpress brings flexibility to the reporting process and allows clients to analyze and present output at varying levels of detail and create high-level reports and charts.
 
DBC Product Suite.   We provide analytical software and services to municipal finance groups. Our suite of DBC products addresses a broad spectrum of municipal finance concerns, including:
 
  •  general bond structures,
 
  •  revenue bonds,
 
  •  housing bonds,
 
  •  student loans, and
 
  •  Federal Housing Administration — insured revenue bonds and securitizations.
 
Our DBC products also deliver solutions for debt structuring, cash flow modeling and database management. Typical users of our DBC products include investment banks, municipal issuers and financial advisors for structuring new issues, securitizations, strategic planning and asset/liability management.
 
Finesse HD.   Finesse HD is a financial simulation tool for the property/casualty insurance industry that uses the principles of dynamic financial analysis. Finesse HD measures multiple future risk scenarios to provide a more accurate picture of financial risk and is designed to generate iterative computer-simulated scenarios.
 
PTS.   PTS is a pricing and financial modeling tool for life insurance companies. PTS provides an economic model of insurance assets and liabilities, generating option-adjusted cash flows to reflect the complex set of options and covenants frequently encountered in insurance contracts or comparable agreements.
 
Loan Management/Accounting
 
Our products that support loan administration activities are LMS and The BANC Mall.
 
LMS Loan Suite.   The LMS Loan Suite is a single database application that provides comprehensive loan management throughout the life cycle of a loan, from the initial request to final disposition. We have structured the flexible design of the LMS Loan Suite to meet the most complex needs of commercial lenders and servicers worldwide. The LMS Loan Suite includes both the LMS Originator and the LMS Servicer, facilitating integrated loan portfolio processing.
 
LMS Originator.   LMS Originator is a comprehensive commercial loan origination system, designed to bring efficiencies and controls to streamline the loan origination process. LMS Originator tracks the origination


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of a loan from the initial request through the initial funding. It enables clients to set production goals, measure production volumes against these goals and analyze the quality of loan requests being submitted by third parties. LMS Originator is integrated with LMS Servicer for seamless loan management processing throughout the life cycle of a loan.
 
LMS Servicer.   LMS Servicer is a comprehensive commercial loan servicing system designed to support the servicing of a wide variety of product types and complex loan structures. LMS Servicer provides capabilities in implementing complex investor structures, efficient payment processing, escrow processing and analysis, commercial mortgage-backed securities (CMBS) servicing and reporting and portfolio analytics. LMS Servicer is integrated with LMS Originator for seamless loan management processing throughout the life cycle of a loan.
 
The BANC Mall.   The BANC Mall is an Internet-based lending and leasing tool designed for loan officers and loan administrators. The BANC Mall provides, as a software-enabled service, online lending, leasing and research tools that deliver critical information for credit processing and loan administration. Clients use The BANC Mall on a fee-for-service basis to access more than a dozen data providers.
 
Property Management
 
SKYLINE.   SKYLINE is a comprehensive property management system that integrates all aspects of real estate property management, from prospect management to lease administration, work order management, accounting and reporting. By providing a single-source view of all real estate holdings, SKYLINE functions as an integrated lease administration system, a historical property/portfolio knowledge base and a robust accounting and financial reporting system, enabling users to track each property managed, including data on specific units and tenants. Market segments served include:
 
         
• commercial
  • retirement communities    
• residential
  • universities    
• retail
  • hospitals    
 
SamTrak.   SamTrak is a comprehensive facilities maintenance and work processing system designed to seamlessly integrate accounting functionality with building management.
 
Money Market Processing
 
Information Manager.   Information Manager is a comprehensive web-enabled solution for financial institutions that delivers core business application functionality to internal and external clients’ desktops. Information Manager provides reporting, transaction entry, scheduling, entitlement and work flow management and interfaces to third-party applications. Information Manager supports back-office systems, including custody, trust accounting, security lending, cash management, collateral management and global clearing.
 
Money Market Manager.   Money Market Manager (M3) is a web-enabled solution that is used by banks and broker-dealers for the money market issuance services. M3 provides the functionality required for issuing and acting as a paying agent for money market debt instruments. M3 provides the reports needed for clients to manage their business, including deals, issues and payment accruals.
 
Training
 
Zoologic Learning Solutions.   Zoologic Learning Solutions is a suite of learning solutions that provides in-depth, introductory and continuing education training at all levels, offering mix-and-match courses easily configured into curriculums that meet our clients’ needs. It includes instructor-led training, web-based courseware and program design.


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Software-Enabled Services
 
SS&C Direct.   We provide comprehensive software-enabled services through our SS&C Direct operating unit for portfolio accounting, reporting and analysis functions. The SS&C Direct service includes:
 
  •  hosting of a company’s application software,
 
  •  automated workflow integration,
 
  •  automated quality control mechanisms, and
 
  •  extensive interface and connectivity services to custodian banks, data service providers, depositories and other external entities.
 
SS&C Direct’s Outsourced Investment Accounting Services option includes comprehensive investment accounting and investment operations services for sophisticated, global organizations.
 
SS&C Fund Services.   We provide comprehensive on- and offshore fund administration services to hedge fund and other alternative investment managers using our proprietary software products. SS&C Fund Services offers fund manager services, transfer agency services, funds of funds services, tax processing and accounting and processing. SS&C Fund Services supports all fund types and investment strategies. Market segments served include:
 
         
• hedge fund managers
  • investment managers    
• funds of funds managers
  • commodity pool operators    
• commodity trading advisors
  • proprietary traders    
• family offices
  • private equity groups    
• private wealth groups
  • separate managed accounts    
 
SSCNet.   SSCNet is a global trade network linking investment managers, broker-dealers, clearing agencies, custodians and interested parties. SSCNet’s real-time trade matching utility and delivery instruction database facilitate integration of front-, middle- and back-office functions, reducing operational risk and costs.
 
SVC.   SVC is a single source for securities data that consolidates data from leading global sources to provide clients with the convenience of one customized data feed. SVC provides clients with seamless, timely and accurate data for pricing, corporate actions, dividends, interest payments, foreign exchange rates and security master for global financial instruments.
 
Software and Service Delivery Options
 
Our delivery methods include software-enabled services, software licenses with related maintenance agreements, and blended solutions. All of our software-enabled services are built around and leverage our proprietary software.
 
Software-Enabled Services.   We provide a broad range of software-enabled services for our clients. By utilizing our proprietary software and avoiding the substantial use of third-party products to provide our software-enabled services, we are able to greatly reduce potential operating risks, efficiently tailor our products and services to meet specific client needs, significantly improve overall service levels and generate high overall operating margins and cash flow. Our software-enabled services are generally provided under two- to five-year non-cancelable contracts with required monthly and quarterly payments. Pricing on our software-enabled services varies depending upon the complexity of the services being provided, the number of users, assets under management and transaction volume. Importantly, our software-enabled services allow us to leverage our proprietary software and existing infrastructure, thereby increasing our aggregate profits and cash flows. For the year ended December 31, 2007, revenues from software-enabled services represented 56.9% of total revenues.
 
Software License and Related Maintenance Agreements.   We license our software to clients through either perpetual or term licenses, both of which include annually renewable maintenance contracts. Maintenance contracts on our core enterprise software products, which typically incorporate annual pricing increases,


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provide us with a stable and contractually recurring revenue base due to average revenue retention rates of over 90% in each of the last five years. We typically generate additional revenues as our existing clients expand usage of our products. For the year ended December 31, 2007, license revenues represented 11.1% and maintenance revenues represented 25.0% of total revenues.
 
Blended Solutions.   We provide certain clients with targeted, blended solutions based on a combination of our various software and software-enabled services. We believe that this capability further differentiates us from many of our competitors that are unable to provide this level of service.
 
Professional Services
 
We offer a range of professional services to assist clients. Professional services consist of consulting and implementation services, including the initial installation of systems, conversion of historical data and ongoing training and support. Our in-house consulting teams work closely with the client to ensure the smooth transition and operation of our systems. Our consulting teams have a broad range of experience in the financial services industry and include certified public accountants, chartered financial analysts, mathematicians and IT professionals from the asset management, real estate, investment, insurance, hedge fund, municipal finance and banking industries. We believe our commitment to professional services facilitates the adoption of our software products across our target markets. For the year ended December 31, 2007, revenues from professional services represented 7.0% of total revenues.
 
Product Support
 
We believe a close and active service and support relationship is important to enhancing client satisfaction and furnishes an important source of information regarding evolving client issues. We provide our larger clients with a dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. Direct telephone support is provided during extended business hours, and additional hours are available during peak periods. We also offer the Solution Center, a website that serves as an exclusive online community for clients, where clients can find answers to product questions, exchange information, share best practices and comment on business issues. Approximately every two weeks, we distribute via the Internet our software and services eBriefings , which are industry-specific articles in our eight vertical markets and in geographic regions around the world. We supplement our service and support activities with comprehensive training. Training options include regularly hosted classroom and online instruction, e.Training , and online client seminars, or “webinars,” that address current, often technical, issues in the financial services industry.
 
We periodically make maintenance releases of licensed software available to our clients, as well as regulatory updates (generally during the fourth quarter, on a when and if available basis), to meet industry reporting obligations and other processing requirements.
 
Clients
 
We have over 4,000 clients globally in eight vertical markets in the financial services industry that require a full range of information management and analysis, accounting, actuarial, reporting and compliance software on a timely and flexible basis. Our clients include multinational banks, retail banks and credit unions, hedge funds, funds of funds and family offices, institutional asset managers, insurance companies and pension funds, municipal finance groups, commercial lenders, real estate lenders and property managers. Our clients include many of the largest and most well-recognized firms in the financial services industry. During the year ended December 31, 2007, our top 10 clients represented approximately 21% of revenues, with no single client accounting for more than 5% of revenues.
 
Sales and Marketing
 
We believe a direct sales organization is essential to the successful implementation of our business strategy, given the complexity and importance of the operations and information managed by our products, the extensive regulatory and reporting requirements of each industry, and the unique dynamics of each vertical


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market. Our dedicated direct sales and support personnel continually undergo extensive product and sales training and are located in our various sales offices worldwide. We also use telemarketing to support sales of our real estate property management products and work through alliance partners who sell our software-enabled services to their correspondent banking clients.
 
Our marketing personnel have extensive experience in high tech marketing to the financial services industry and are responsible for identifying market trends, evaluating and developing marketing opportunities, generating client leads and providing sales support. Our marketing activities, which focus on the use of the Internet as a cost-effective means of reaching current and potential clients, include:
 
  •  content-rich, periodic software and services eBriefings targeted at clients and prospects in each of our vertical and geographic markets,
 
  •  regular product-focused webinars,
 
  •  seminars and symposiums,
 
  •  trade shows and conferences, and
 
  •  e-marketing campaigns.
 
Some of the benefits of our shift in focus to an Internet-based marketing strategy include lower marketing costs, more direct contacts with actual and potential clients, increased marketing leads, distribution of more up-to-date marketing information and an improved ability to measure marketing initiatives.
 
The marketing department also supports the sales force with appropriate documentation or electronic materials for use during the sales process.
 
Product Development and Engineering
 
We believe we must introduce new products and offer product innovation on a regular basis to maintain our competitive advantage. To meet these goals, we use multidisciplinary teams of highly trained personnel and leverage this expertise across all product lines. We have invested heavily in developing a comprehensive product analysis process to ensure a high degree of product functionality and quality. Maintaining and improving the integrity, quality and functionality of existing products is the responsibility of individual product managers. Product engineering management efforts focus on enterprise-wide strategies, implementing best-practice technology regimens, maximizing resources and mapping out an integration plan for our entire umbrella of products as well as third-party products. Our research and development expenses for the years ended December 31, 2005, 2006 and 2007 were $21.3 million, $23.6 million and $26.3 million, respectively.
 
Our research and development engineers work closely with our marketing and support personnel to ensure that product evolution reflects developments in the marketplace and trends in client requirements. We have generally issued a major release of our core products during the second or third quarter of each fiscal year, which includes both functional and technical enhancements. We also provide an annual release in the fourth quarter to reflect evolving regulatory changes in time to meet clients’ year-end reporting requirements.
 
Competition
 
The market for financial services software and services is competitive, rapidly evolving and highly sensitive to new product introductions and marketing efforts by industry participants, although high conversion costs can create barriers to adoption of new products or technologies. The market is fragmented and served by both large-scale players with broad offerings as well as firms that target only local markets or specific types of clients. We also face competition from information systems developed and serviced internally by the IT departments of large financial services firms. We believe that we generally compete effectively as to the factors identified for each market below, although some of our existing competitors and potential competitors have substantially greater financial, technological and marketing resources than we have and may offer products with different functions or features that are more attractive to potential customers than our offerings.


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Alternative Investments:   In our alternative investments market, we compete with multiple vendors that may be categorized into two groups, one group consisting of independent specialized administration providers, which are generally smaller than us, and the other including prime brokerage firms offering fund administration services. Major competitors in this market include CITCO Group, State Street Bank and BISYS. The key competitive factors in marketing software and services to the alternative investment industry are the need for independent fund administration, features and adaptability of the software, level and quality of customer support, level of software development expertise and total cost of ownership. Our strengths in this market are our expertise, our independence, our ability to deliver functionality by multiple methods and our technology, including the ownership of our own software. Although no company is dominant in this market, we face many competitors, some of which have greater financial resources and distribution facilities than we do.
 
Asset Management:   In the asset management market, we compete with a variety of other vendors depending on customer characteristics such as size, type, location, computing environment and functionality requirements. Competitors in this market range from larger providers of integrated portfolio management systems and outsourcing services, such as SunGard, Mellon Financial (Eagle Investment Systems) and Advent, to smaller providers of specialized applications and technologies such as StatPro, Charles River and others. We also compete with internal processing and information technology departments of our customers and prospective customers. The key competitive factors in marketing asset management solutions are the reliability, accuracy, timeliness and reporting of processed information to internal and external customers, features and adaptability of the software, level and quality of customer support, level of software development expertise and return on investment. Our strengths in this market are our technology, our ability to deliver functionality by multiple delivery methods and our ability to provide cost-effective solutions for clients. Although no company is dominant in this market, we face many competitors, some of which have greater financial resources and distribution facilities than we do.
 
Insurance and Pension Funds:   In our insurance market, we compete with a variety of vendors depending on customer characteristics such as size, type, location, computing environment and functionality requirements. Competitors in this market range from large providers of portfolio management systems, such as State Street Bank (Princeton Financial Systems) and SunGard, to smaller providers of specialized applications and services.
 
We also compete with outsourcers, as well as the internal processing and information technology departments of our customers and prospective customers. The key competitive factors in marketing insurance and pension plan systems are the accuracy, timeliness and reporting of processed information provided to internal and external customers, features and adaptability of the software, level and quality of customer support, economies of scale and return on investment. Our strengths in this market are our years of experience, our top-tier clients, our ability to provide solutions by multiple delivery methods, our cost-effective and customizable solutions and our expertise. We believe that we have a strong competitive position in this market.
 
Real Estate Property Management:   In the real estate property management market, we compete with numerous software vendors consisting of smaller specialized real estate property management solution providers and larger property management software vendors with more dedicated resources than our real estate property management business, such as Yardi and Intuit. The key competitive factors in marketing property management systems are the features and adaptability of the software, level of quality and customer support, degree of responsiveness and overall net cost. Our strengths in this market are the quality of our software and our reputation with our clients. This is a very fragmented market with many competitors.
 
Financial Institutions:   In our financial institutions market, there are multiple software and services vendors that are either smaller providers of specialized applications and technologies or larger providers of enterprise systems, such as SunGard and Misys. We also compete with outsourcers as well as the internal processing and information technology departments of our customers and prospective customers. The key competitive factors in marketing financial institution software and services include accuracy and timeliness of processed information provided to customers, features and adaptability of the software, level and quality of customer support, level of software development expertise, total cost of ownership and return on investment.


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Our strengths in this market are our flexible technology platform and our ability to provide integrated solutions for our clients. In this market we face many competitors, some of which have greater financial resources and distribution facilities than we do.
 
Commercial Lending:   In the commercial lending market, we compete with a variety of other vendors depending on customer characteristics such as size, type, location and functional requirements. Competitors in this market range from large competitors whose principal businesses are not in the loan management business, such as PNC Financial Services (Midland Loan Services), to smaller providers of specialized applications and technologies. The key competitive factors in marketing commercial lending solutions are the accuracy, timeliness and reporting of processed information provided to customers, level of software development expertise, level and quality of customer support and features and adaptability of the software. Our strength in this market is our ability to provide both broadly diversified and customizable solutions to our clients. In this market we face many competitors, some of which have greater financial resources and distribution facilities than we do.
 
Corporate Treasury:   In the corporate treasury market, we compete with larger competitors of end-to-end corporate treasury solutions like SimCorp and SunGard. The key competitive factors in marketing corporate treasury solutions are the features and complexity of our software, level of software development expertise, total cost of ownership and return on investment. Our strengths in this market are our broadly diversified portfolio of software solutions, our ability to provide integrated solutions and our flexible delivery mechanisms. We face the competitive challenge that we are a relatively new entrant in this market.
 
Proprietary Rights
 
We rely on a combination of trade secret, copyright, trademark and patent law, nondisclosure agreements and technical measures to protect our proprietary technology. We have registered trademarks for many of our products and will continue to evaluate the registration of additional trademarks as appropriate. We generally enter into confidentiality and/or license agreements with our employees, distributors, clients and potential clients. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford limited protection. These efforts may be insufficient to prevent third parties from asserting intellectual property rights in our technology. Furthermore, it may be possible for unauthorized third parties to copy portions of our products or to reverse engineer or otherwise obtain and use proprietary information, and third parties may assert ownership rights in our proprietary technology. For additional risks relating to our proprietary technology, please see “Risk Factors — Risks Relating to Our Business — If we are unable to protect our proprietary technology, our success and our ability to compete will be subject to various risks, such as third-party infringement claims, unauthorized use of our technology, disclosure of our proprietary information or inability to license technology from third parties.”
 
Rapid technological change characterizes the software development industry. We believe factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition and reliable service and support are more important to establishing and maintaining a leadership position than legal protections of our technology.
 
Employees
 
As of December 31, 2007, we had 1,059 full-time employees, consisting of:
 
  •  195 employees in research and development,
 
  •  579 employees in consulting and services,
 
  •  77 employees in sales and marketing,
 
  •  94 employees in client support, and
 
  •  114 employees in finance and administration.
 
As of December 31, 2007, 361 of our employees were in our international operations. No employee is covered by any collective bargaining agreement. We believe that we have a good relationship with our employees.


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Properties
 
We lease our corporate offices, which consist of 73,000 square feet of office space located in 80 Lamberton Road, Windsor, CT 06095. In 2006, we extended the lease term through October 2016. We utilize facilities and offices in thirteen locations in the United States and have offices in Toronto, Canada; Montreal, Canada; London, England; Amsterdam, the Netherlands; Kuala Lumpur, Malaysia; Tokyo, Japan; Curacao, the Netherlands Antilles; Dublin, Ireland; and Sydney, Australia.
 
Legal Proceedings
 
From time to time, we are subject to certain legal proceedings and claims that arise in the normal course of business. In the opinion of our management, we are not involved in any such litigation or proceedings by third parties that our management believes could have a material adverse effect on us or our business.


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MANAGEMENT
 
Executive Officers and Directors
 
The following table sets forth information regarding our executive officers, directors and director nominees, including their ages as of March 31, 2008:
 
             
Name
 
Age
   
Position
 
William C. Stone
    52     Chairman of the Board and Chief Executive Officer
Normand A. Boulanger
    46     President, Chief Operating Officer and Director
Patrick J. Pedonti
    56     Senior Vice President and Chief Financial Officer
Stephen V.R. Whitman
    61     Senior Vice President, General Counsel and Secretary
William A. Etherington(1)(2)
    66     Director
Allan M. Holt(1)(3)
    56     Director
Todd R. Newnam(2)
    37     Director
Claudius (Bud) E. Watts IV(1)(2)(3)
    46     Director
Kenneth Daly(4)
    62     Director Nominee
 
 
(1) Member of our Compensation Committee.
 
(2) Member of our Audit Committee.
 
(3) Member of our Nominating Committee as of the closing of this offering.
 
(4) Mr. Daly will become a director upon the closing of this offering and join our Audit and Nominating Committees.
 
William C. Stone founded SS&C in 1986 and has served as Chairman of the Board of Directors and Chief Executive Officer since our inception. He also has served as our President from inception through April 1997 and again from March 1999 until October 2004. Prior to founding SS&C, Mr. Stone directed the financial services consulting practice of KPMG LLP, an accounting firm, in Hartford, Connecticut and was Vice President of Administration and Special Investment Services at Advest, Inc., a financial services company.
 
Normand A. Boulanger has served as our President and Chief Operating Officer since October 2004. Prior to that, Mr. Boulanger served as our Executive Vice President and Chief Operating Officer from October 2001 to October 2004, Senior Vice President, SS&C Direct from March 2000 to September 2001, Vice President, SS&C Direct from April 1999 to February 2000, Vice President of Professional Services for the Americas, from July 1996 to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to joining SS&C, Mr. Boulanger served as Manager of Investment Accounting for The Travelers from September 1986 to March 1994. Mr. Boulanger was elected as one of our directors in February 2006.
 
Patrick J. Pedonti has served as our Senior Vice President and Chief Financial Officer since August 2002. Prior to that, Mr. Pedonti served as our Vice President and Treasurer from May 1999 to August 2002. Prior to joining SS&C, Mr. Pedonti served as Vice President and Chief Financial Officer for Accent Color Sciences, Inc., a company specializing in high-speed color printing, from January 1997 to May 1999.
 
Stephen V.R. Whitman has served as our Senior Vice President, General Counsel and Secretary since June 2002. Prior to joining SS&C, Mr. Whitman served as an attorney for PA Consulting Group, an international management consulting company headquartered in the United Kingdom, from November 2000 to December 2001. Prior to that, Mr. Whitman served as Senior Vice President and General Counsel of Hagler Bailly, Inc., a publicly traded international consulting company to the energy and network industries, from October 1998 to October 2000 and as Vice President and General Counsel from July 1997 to October 1998.
 
William A. Etherington was elected as one of our directors in May 2006. He currently serves as Chairman of the Board of the Canadian Imperial Bank of Commerce (CIBC). Mr. Etherington retired from IBM in September 2001 as Senior Vice President and Group Executive, Sales and Distribution. Mr. Etherington spent


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over 37 years with IBM and was a member of IBM’s Operations Committee and Worldwide Management Council. He also serves on the boards of directors of Celestica Inc. and MDS Inc.
 
Allan M. Holt was elected as one of our directors in February 2006. He currently serves as a Managing Director and Co-head of the U.S. Buyout Group of The Carlyle Group, which he joined in 1991. He previously was head of Carlyle’s Global Aerospace, Defense, Technology and Business/Government Services group. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group. From 1984 to 1987, Mr. Holt was Director of Planning and Budgets at MCI Communications Corporation. He also serves on the boards of directors of MedPointe, Inc., The Neilsen Company and Vought Aircraft Industries, Inc.
 
Todd R. Newnam was elected as one of our directors in February 2006. He currently serves as a Managing Director of The Carlyle Group, which he joined in 2000. Prior to joining Carlyle in 2000, Mr. Newnam was a Vice President of the Defense, Aerospace, and Technical Services Group in the First Union Securities, Inc.’s M&A Group (formerly Bowles Hollowell Conner & Co.). He also serves on the board of directors of CPU Technology.
 
Claudius (Bud) E. Watts IV was elected as one of our directors in November 2005. He currently serves as a Managing Director and Head of the Technology Buyout Group of The Carlyle Group, which he joined in 2000. Prior to joining Carlyle in 2000, Mr. Watts was a Managing Director in the M&A group of First Union Securities, Inc. He joined First Union Securities when First Union acquired Bowles Hollowell Conner & Co., where Mr. Watts was a principal. He also serves on the boards of directors of CPU Technology, Freescale Semiconductor and Open Solutions Inc.
 
Kenneth Daly will be elected as one of our directors upon consummation of this offering. Since May 2007, Mr. Daly has served as President, Chief Executive Officer and Director for NACD, the National Association of Corporate Directors, a non-profit organization that provides resources in the areas of corporate governance policy and practice to its members. Prior to joining NACD, Mr. Daly served as Director of the Audit Committee Institute of KPMG LLP, an accounting firm, from January 2005 until May 2007, and as a Partner at KPMG from 1978 to January 2005.
 
Board of Directors
 
Our business and affairs are managed under the direction of our board of directors. We currently have six directors, all of whom were elected as directors under the board composition provisions of a stockholders agreement and our certificate of incorporation. See “Certain Relationships and Related Transactions.” The board of directors is being expanded to seven in connection with this offering, and our stockholders have elected Kenneth Daly to our board effective as of the closing of this offering. Mr. Daly has indicated his intent to serve on our board of directors. Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.
 
Following the closing of this offering, the board of directors will be divided into three classes with members of each class of directors serving for staggered three-year terms. The board of directors will consist of two Class I directors (Messrs. Boulanger and Newnam), two Class II directors (Messrs. Daly and Etherington) and three Class III directors (Messrs. Holt, Stone and Watts), whose initial terms will expire at the annual meetings of stockholders held in 2009, 2010 and 2011, respectively. Our classified board could have the effect of making it more difficult for a third party to acquire control of us.
 
Our certificate of incorporation that will become effective upon the closing of this offering provides that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in our control or management.
 
Our certificate of incorporation and bylaws that will become effective upon the closing of this offering provide that our directors may be removed only for cause by the affirmative vote of the holders of at least


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two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors. Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.
 
All of our board members, including Mr. Daly upon his election, other than Messrs. Stone and Boulanger are considered to be “independent” members of the board under applicable rules of the NASDAQ Stock Market. Mr. Etherington is considered to be, and Mr. Daly is expected to be, an “independent” member of the audit committee, and Messrs. Newnam and Watts are not, under applicable NASDAQ and Securities and Exchange Commission rules.
 
Board Committees
 
Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and three standing committees: the audit committee, the compensation committee and the nominating committee. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues.
 
Audit Committee.   Messrs. Etherington, Newnam and Watts currently serve on the audit committee, and Mr. Daly will replace Mr. Watts on our audit committee following the closing of this offering. Our board has determined that each of the members of its audit committee is an “audit committee financial expert” as that term is defined under the rules and regulations of the Securities and Exchange Commission. The audit committee’s responsibilities include:
 
  •  appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
 
  •  overseeing the work of our independent registered public accounting firm, including through the receipt and consideration of reports from our independent registered public accounting firm;
 
  •  reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures;
 
  •  coordinating our board of directors’ oversight of internal control over financial reporting, disclosure controls and procedures and our code of business conduct and ethics;
 
  •  establishing procedures for the receipt and retention of accounting related complaints and concerns;
 
  •  approving any related person transactions; and
 
  •  preparing the audit committee report required by the rules of the Securities and Exchange Commission.
 
Compensation Committee.   Messrs. Etherington, Holt and Watts currently serve on our compensation committee. Our compensation committee’s responsibilities include:
 
  •  reviewing and approving, or making recommendations to our board of directors with respect to, the compensation of our chief executive officer and our other executive officers;
 
  •  overseeing and administering our cash and equity incentive plans;
 
  •  reviewing and making recommendations to our board with respect to director compensation; and
 
  •  preparing the compensation committee report required by Securities and Exchange Commission rules.
 
Nominating Committee.   Messrs. Daly, Holt and Watts will serve on our nominating committee as of the closing of this offering. Our nominating committee’s responsibilities include:
 
  •  identifying individuals qualified to become members of our board of directors;
 
  •  recommending to our board of directors the persons to be nominated for election as directors and to each of the board’s committees; and


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  •  reviewing and making recommendations to our board of directors with respect to management succession planning.
 
Code of Business Conduct and Ethics
 
We have adopted a written code of ethics, referred to as the SS&C Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees and includes provisions relating to accounting and financial matters. The SS&C Code of Business Conduct and Ethics is available on our website at www.ssctech.com. If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
 
Compensation Committee Interlocks and Insider Participation
 
Messrs. Etherington, Holt and Watts served on our compensation committee during 2007. No member of the compensation committee is or has been a former or current officer or employee of SS&C Holdings or had any related person transaction involving SS&C Holdings. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 31, 2007.
 
Compensation Discussion and Analysis
 
On November 23, 2005, SS&C Holdings acquired SS&C through a merger transaction. As discussed below, various aspects of our executive officer compensation were negotiated and determined in connection with the Acquisition.
 
Our executive compensation program is overseen and administered by our compensation committee, which currently consists of Messrs. Etherington, Holt and Watts. Our compensation committee operates under a written charter adopted by our board of directors and discharges the responsibilities of the board relating to the compensation of our executive officers. Our chief executive officer is actively involved in setting executive compensation and typically presents salary, bonus and equity compensation recommendations to the compensation committee, which, in turn, considers the recommendations and has ultimate approval authority.
 
Objectives of Our Executive Compensation Program
 
The primary objectives of the compensation committee with respect to executive compensation are to:
 
  •  attract, retain and motivate the best possible executive talent;
 
  •  reward successful performance by the executive officers and the company; and
 
  •  align the interests of executive officers with those of our stockholders by providing long-term equity compensation.
 
To achieve these objectives, the compensation committee evaluates our executive compensation program with the goal of setting compensation at levels the committee believes are competitive with those of other companies in our industry and in our region that compete with us for executive talent. We have not, however, retained a compensation consultant to review our policies and procedures relating to executive compensation, and we have not formally benchmarked our compensation against that of other companies. Our compensation program rewards our executive officers based on a number of factors, including the company’s operating results, the company’s performance against budget, individual performance, prior-period compensation and prospects for individual growth. Changes in compensation are generally incremental in nature without wide variations from year to year but with a general trend that has matched increasing compensation with the growth of our business. The factors that affect compensation are subjective in nature and not tied to peer group analyses, surveys of compensation consultants or other statistical criteria. Each year our chief executive officer makes recommendations to the compensation committee regarding compensation packages, including his own.


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In making these recommendations, our chief executive officer attempts to structure a compensation package based on years of experience in the financial services and software industries and knowledge of what keeps people motivated and committed to the institution. He prepares a written description for the members of the compensation committee of the performance during the year of each executive officer, including himself, discussing both positive and negative aspects of performance and recommending salary and bonus amounts for each officer. As it relates to the compensation of executives other than our chief executive officer, our compensation committee relies heavily on our chief executive officer’s recommendations and discusses his reviews and recommendations with him as part of its deliberations. As it relates to our chief executive officer’s compensation, the compensation committee considers our chief executive officer’s recommendations. In this as in other compensation matters, the compensation committee exercises its independent judgment. After due consideration, the compensation committee accepted the chief executive officer’s recommendations for 2007 executive officer compensation.
 
Components of Our Executive Compensation Program
 
The primary elements of our executive compensation program are:
 
  •  base salary;
 
  •  discretionary annual cash bonuses;
 
  •  stock option awards;
 
  •  perquisites; and
 
  •  severance and change-of-control benefits.
 
We have no formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the compensation committee, in consultation with and upon the recommendation of our chief executive officer, determines subjectively what it believes to be the appropriate level and mix of the various compensation components. While we identify below particular compensation objectives that each element of executive compensation serves, we believe that each element of compensation, to a greater or lesser extent, serves each of the objectives of our executive compensation program.
 
Base Salary
 
Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. When establishing base salaries for 2007, the compensation committee, together with our chief executive officer, considered a variety of factors, including the seniority of the individual, the level of the individual’s responsibility, the ability to replace the individual, the individual’s tenure at the company, relative pay among the executive officers and the dollar amount that would be necessary to keep the executive in the Windsor, Connecticut area. Generally, we believe that executive base salaries should grow incrementally over time and that more of the “up side” of compensation should rest with cash bonuses and long-term equity incentive compensation. In the case of Mr. Stone, the minimum base salary is mandated by his employment agreement negotiated in connection with the Transaction and cannot be less than $500,000 per year.
 
Base salaries are reviewed at least annually by our compensation committee, and are adjusted from time to time to realign salaries with market levels after taking into account company performance and individual responsibilities, performance and experience. In March 2008, the compensation committee, upon Mr. Stone’s recommendation, set the following base salaries for our executive officers in 2008: Mr. Stone, $750,000; Mr. Boulanger, $450,000; Mr. Pedonti, $260,000; and Mr. Whitman, $225,000.
 
Discretionary Annual Cash Bonus
 
Annual cash bonuses to executive officers and other employees are discretionary. Annual cash bonuses are generally provided to employees regardless of whether we meet, exceed or fail to meet our budgeted


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results, but the amount available for bonuses to all employees, including the executive officers, will depend upon our financial results. The annual cash bonuses are intended to compensate for strategic, operational and financial successes of the company as a whole, as well as individual performance and growth potential. The annual cash bonuses are discretionary and not tied to the achievement of specific results or pre-established financial metrics or performance goals. No formula exists for determining the amount of bonuses for employees or executive officers.
 
Our chief executive officer proposed 2007 executive bonus allocations, including his own proposed bonus, to the compensation committee in March 2008. The compensation committee, which has ultimate approval authority, considered our chief executive officer’s recommendations and made a final decision with respect to 2007 bonuses. In making recommendations to the compensation committee about bonuses for executive officers, our chief executive officer, after taking into account the positive or negative impact of events outside the control of management or an individual executive, made a subjective judgment of an individual’s performance, in the context of a number of factors, including our financial performance, revenues and financial position going into the new fiscal year. In making his recommendations for 2007 bonuses, Mr. Stone considered, among other things, an executive’s (including his own) work in integrating acquisitions, in managing, recruiting and hiring staff, in completing acquisitions, in strengthening areas of the business, in redirecting resources to position the business for future growth and in achieving financial results. Mr. Stone is entitled to a minimum annual bonus of at least $450,000 pursuant to his employment agreement. Mr. Stone’s $1,175,000 bonus for 2007 was recommended by Mr. Stone and approved, after due consideration, by the compensation committee. The committee’s approval of Mr. Stone’s bonus took into account Mr. Stone’s role in the company’s actual revenue, revenue growth, Consolidated EBITDA and Consolidated EBITDA growth, growth in recurring revenues, successful acquisitions, the reorganization of certain of our businesses and the improvement in our market position during 2007.
 
The amount of money available for the employee bonus pool is determined by our chief executive officer after actual Consolidated EBITDA for the preceding fiscal year is determined. In making this determination, the chief executive officer takes into account a number of factors, including: actual Consolidated EBITDA, growth in Consolidated EBITDA over the preceding year, minimum Consolidated EBITDA required to ensure debt covenant compliance, our short-term cash needs, the recent employee turnover rate and any improvement or deterioration in our strategic market position. Thereafter, the amount available for the bonuses to executive officers is determined after considering the amount that would be required from the bonus pool for bonuses to non-executive officer employees.
 
Stock Option Awards
 
In August 2006, our board of directors and stockholders adopted the 2006 equity incentive plan, which provides for the grant of options to purchase shares of our common stock to employees, consultants and directors and provides for the sale of our common stock to employees, consultants and directors. A maximum of 9,859,252 shares of common stock are reserved for issuance under the plan. Options may be incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, or nonqualified options. Options granted under the plan may not be exercised more than ten years after the date of grant. Shares acquired by any individuals pursuant to the plan will be subject to the terms and conditions of a stockholders agreement that governs the transferability of the shares. Our board did not award any options to executive officers in 2007 because it had made substantial option awards in 2006, as described below.
 
During August 2006, we awarded our executive officers long-term incentive compensation in the form of option grants to purchase an aggregate of 3,094,845 shares of our common stock. Our board of directors awarded the following types of options to its executive officers:
 
  •  40% of the options are “time-based” options that vest as to 25% of the number of shares underlying the option on November 23, 2006 and as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on November 23, 2009. The time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, as defined in the stock option agreement (the consummation of this offering will not constitute a liquidity event under such definition);


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  •  40% of the options are “performance-based” options that vest based on the determination by our board of directors or compensation committee as to whether our earnings before interest, taxes, depreciation and amortization, as adjusted (EBITDA), for each fiscal year 2006 through 2010 falls within the targeted EBITDA range for such year. If our EBITDA for a particular year is at the low end of the targeted EBITDA range, 50% of the performance-based option for that year vests, and if our EBITDA is at or above the high end of the targeted EBITDA range, 100% of the performance-based option for that year vests. If our EBITDA is below the targeted EBITDA range, the performance-based option does not vest, and if our EBITDA is within the targeted EBITDA range, between 50% and 100% of the performance-based option vests, based on linear interpolation. As a result of our board’s acceleration of the vesting of our performance-based options, as described below, 40% of the number of shares underlying the performance-based options will have vested as of the closing of this offering. A certain percentage of performance-based options will also vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in SS&C Holdings made by investment funds affiliated with Carlyle; and
 
  •  20% of the options are “superior” options, which originally vested upon specified liquidity events but which convert into performance-based options upon the closing of this offering, as described below.
 
The exercise price per share for the options awarded in August 2006 is $9.93, which is the split-adjusted value of our common stock at the time of the consummation of the Transaction. As there was no trading market for our common stock at the time of grant, our board of directors determined in good faith that the valuation of the consolidated enterprise at the time of the Transaction continued to represent the fair market value of the common stock as of August 2006. Our board of directors determined the number of options to be awarded to the executive officers based on projected ownership percentages of our common stock that were disclosed in connection with the Transaction. At that time, we disclosed that Mr. Stone was entitled to options for 2% of our fully diluted shares, per his employment agreement, and that we would award options representing an aggregate of 2.9% of our fully diluted shares to our other executive officers.
 
We believe that the combination of time-based and performance-based options provides incentives to our executive officers not only to remain with the company but also to help grow the company and improve profitability. The 2006 EBITDA range contained in the performance-based options was not met, and thus none of the performance-based options had vested as of December 31, 2006. On April 18, 2007, our board of directors approved (1) the vesting, as of April 18, 2007, of 50% of the performance-based options granted to our employees for fiscal year 2006 set forth in the employees’ stock option agreements; (2) the vesting, conditioned upon our achieving 2007 EBITDA within the EBITDA range for fiscal year 2007 set forth in the employees’ stock option agreements, of the other 50% of the 2006 tranche of the performance-based options; and (3) the reduction by approximately 10% of our EBITDA range for fiscal year 2007 set forth in the employees’ stock option agreements. Our board of directors decided that a partial acceleration of the 2006 performance-based options and a reduction in the 2007 EBITDA range were appropriate because (1) we had improved revenues, recurring revenues and EBITDA in 2006 as compared to 2005; (2) work done in 2006 had created significant positive momentum in the business going into 2007; and (3) given the competitive labor environment in financial services and in software-enabled services, the board desired to ensure high rates of employee retention as we pursued our plan for growth.
 
Our 2007 EBITDA fell within the EBITDA range for fiscal year 2007. Accordingly, as of December 31, 2007, 86.67% of the remaining 50% of the 2006 tranche and 86.67% of the 2007 tranche of performance options vested. In March 2008, our board approved (1) the vesting, conditioned upon our EBITDA for 2008 falling within the targeted range, of the 2006 and 2007 performance-based options that did not otherwise vest during 2007, and (2) the reduction of our annual EBITDA target range for 2008. We believe that our 2008 EBITDA will fall within the modified target range.
 
In April 2008, our board of directors, in anticipation of our initial public offering, amended the outstanding options under our 2006 equity incentive plan to provide greater incentives to our executive officers and employees and to eliminate certain provisions of the options that our board believed were more typical of


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private-company options than options of publicly traded companies. Specifically, our board amended the options, effective as of the closing of this offering, to provide for:
 
  •  conversion of our outstanding superior options into performance-based options that vest based on our EBITDA performance in 2008, 2009 and 2010 (and 2011 for options awarded in 2007);
 
  •  vesting in full of the 2006 and 2007 performance-based options;
 
  •  elimination of pre-determined EBITDA ranges from the option agreements and provision for the annual proposal of EBITDA ranges by management, subject to approval by our board of directors;
 
  •  “rolling over” of performance-based options that do not vest (in whole or in part) in any given year into performance-based options for the following year, except as otherwise provided by our board of directors; and
 
  •  amendment of the definition of “liquidity event.”
 
Our board believes these changes will make the options work more effectively as incentives for our executive officers and employees and thus provide greater benefits to our stockholders. The amendments make it easier to predict the vesting of options that are not time-based. In addition, by requiring the establishment of annual EBITDA ranges, the amendments make the EBITDA targets more realistic and therefore provide a tighter link between performance and vesting.
 
Perquisites
 
We offer a variety of benefit programs to all eligible employees, including our executive officers. Our executive officers generally are eligible for the same benefits on the same basis as the rest of our employees, including medical, dental and vision benefits, life insurance coverage and short- and long-term disability coverage. Our executive officers are also eligible to contribute to our 401(k) plan and receive matching company contributions under the plan. In addition, our executive officers are entitled to reimbursement for all reasonable travel and other expenses incurred during the performance of the executive officer’s duties in accordance with our expense reimbursement policy.
 
We limit the use of perquisites as a method of compensation and provide our executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain talented employees for key positions.
 
Severance and Change-of-Control Benefits
 
Pursuant to his employment agreement, Mr. Stone is entitled to specified benefits in the event of the termination of his employment under certain circumstances. Mr. Stone’s severance benefits were negotiated with representatives of Carlyle in connection with the Transaction. We provide more detailed information about Mr. Stone’s benefits along with estimates of their value under various circumstances, under the captions “Employment and Related Agreements” and “Potential Payments Upon Termination or Change of Control” below.
 
As described above, the time-based options awarded to our executive officers vest in full immediately prior to the effective date of a liquidity event, and the performance-based options vest in whole or in part if proceeds from the liquidity event equal or exceed specified returns on investments in us made by investment funds affiliated with Carlyle. The option agreements, the terms of which were negotiated with representatives of Carlyle, define a “liquidity event” as either:
 
(a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of related transactions, of the equity securities of SS&C Holdings held, directly or indirectly, by investment funds affiliated with Carlyle in exchange for currency, such that immediately following such transaction (or series of related transactions), the total number of all equity securities held, directly or indirectly, by all such Carlyle funds and any affiliates is, in the aggregate, less than 50% of the total number of equity


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securities held, directly or indirectly, by such Carlyle funds immediately following the consummation of this offering; or
 
(b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of SS&C Holdings to any person other than to any of the Carlyle funds or their affiliates.
 
The consummation of the offering will not constitute a liquidity event under this definition. Under the terms of the 2006 equity incentive plan, either our board or compensation committee can accelerate in whole or in part the vesting periods for outstanding options. Please see “Potential Payments Upon Termination or Change of Control” below for estimates of the value our executive officers would receive in the event of a liquidity event.
 
Accounting and Tax Implications
 
The accounting and tax treatment of particular forms of compensation do not materially affect our compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where appropriate. For instance, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for certain compensation in excess of $1 million paid in any taxable year to the company’s chief executive officer and any other officers whose compensation is required to be reported to our stockholders pursuant to the Securities Exchange Act of 1934 by reason of being among the four most highly paid executive officers. However, certain compensation, including qualified performance-based compensation, will not be subject to the deduction limit if certain requirements are met. The compensation committee intends to review the potential effect of Section 162(m) periodically and use its judgment to authorize compensation payments that may be subject to the limit when the compensation committee believes such payments are appropriate and in our best interests after taking into consideration changing business conditions and the performance of our employees.
 
Summary Compensation Table
 
The following table contains information with respect to the compensation for the fiscal years ended December 31, 2006 and 2007 of our executive officers, including our chief executive officer (principal executive officer) and chief financial officer (principal financial officer). We refer to these four executive officers as our named executive officers.
 
                                                 
Name and
              Option
  All Other
   
Principal Position
  Year   Salary($)   Bonus($)   Awards($)(1)   Compensation($)   Total($)
 
William C. Stone,
    2007     $ 591,667     $ 1,175,000     $ 1,713,901     $ 3,552 (2)   $ 3,484,120  
Chief Executive Officer
    2006       500,000       895,000       597,582       3,552       1,996,134  
                                                 
Normand A. Boulanger,
    2007       395,833       600,000       1,285,437       3,360 (3)     2,284,630  
Chief Operating Officer
    2006       350,000       440,000       448,188       3,240       1,241,508  
                                                 
Patrick J. Pedonti,
    2007       222,917       225,000       642,734       3,887 (4)     1,094,538  
Chief Financial Officer
    2006       200,000       165,000       224,094       3,774       592,414  
                                                 
Stephen V.R. Whitman,
    2007       203,750       150,000       342,811       4,213 (5)     700,774  
General Counsel
    2006       190,000       100,000       119,515       3,722       412,819  
 
 
(1) The amounts in this column for 2006 and 2007 reflect the dollar amount earned for financial reporting purposes for the applicable year, in accordance with SFAS 123R, for options to purchase shares of SS&C Holdings common stock granted under the 2006 equity incentive plan. The amounts disregard the estimate of forfeitures related to service-based vesting and are based on assumptions included in Note 9 of the notes to our consolidated financial statements included elsewhere in this prospectus.
 
(2) Consists of our contribution of $3,000 to Mr. Stone’s account under the SS&C 401(k) savings plan and our payment of $552 of group term life premiums for the benefit of Mr. Stone.
 
(3) Consists of our contribution of $3,000 to Mr. Boulanger’s account under the SS&C 401(k) savings plan and our payment of $360 of group term life premiums for the benefit of Mr. Boulanger.


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(4) Consists of our contribution of $3,000 to Mr. Pedonti’s account under the SS&C 401(k) savings plan and our payment of $887 of group term life premiums for the benefit of Mr. Pedonti.
 
(5) Consists of our contribution of $3,000 to Mr. Whitman’s account under the SS&C 401(k) savings plan and our payment of $1,213 of group term life premiums for the benefit of Mr. Whitman.
 
Employment and Related Agreements
 
Effective as of November 23, 2005, we entered into a definitive employment agreement with Mr. Stone. The terms of the agreement, which were negotiated between Mr. Stone and representatives of Carlyle in connection with the Transaction, include the following:
 
  •  The employment of Mr. Stone as the chief executive officer of SS&C Holdings and SS&C;
 
  •  An initial term through November 23, 2008, with automatic one-year renewals until terminated either by Mr. Stone or us;
 
  •  An annual base salary of at least $500,000;
 
  •  An opportunity to receive an annual bonus in an amount to be established by our board of directors based on achieving individual and company performance goals mutually determined by our board and Mr. Stone. If Mr. Stone is employed at the end of any calendar year, his annual bonus will not be less than $450,000 for that year;
 
  •  A grant of options to purchase shares of our common stock representing 2% of our outstanding common stock on November 23, 2005;
 
  •  Certain severance payments and benefits. If we terminate Mr. Stone’s employment without cause, if Mr. Stone resigns for good reason (including, under certain circumstances, following a change of control) prior to the end of the term of the employment agreement, or if Mr. Stone receives a notice of non-renewal of the employment term by us, Mr. Stone will be entitled to receive (1) an amount equal to 200% of his base salary and 200% of his target annual bonus, (2) vesting acceleration with respect to 50% of his then unvested options and shares of restricted stock, and (3) three years of coverage under SS&C’s medical, dental and vision benefit plans. In the event of Mr. Stone’s death or a termination of Mr. Stone’s employment due to any disability that renders Mr. Stone unable to perform his duties under the agreement for six consecutive months, Mr. Stone or his representative or heirs, as applicable, will be entitled to receive (1) vesting acceleration with respect to 50% of his then unvested options and shares of restricted stock, and (2) a pro-rated amount of his target annual bonus. In the event payments to Mr. Stone under his employment agreement (or the management agreement entered into in connection with the Transaction) cause Mr. Stone to incur a 20% excise tax under Section 4999 of the Internal Revenue Code, Mr. Stone will be entitled to an additional payment sufficient to cover such excise tax and any taxes associated with such payments; and
 
  •  Certain restrictive covenants, including a non-competition covenant pursuant to which Mr. Stone will be prohibited from competing with SS&C and its affiliates during his employment and for a period equal to the later of (1) four years following the effective time of the merger, in the case of a termination by us for cause or a resignation by Mr. Stone without good reason, and (2) two years following Mr. Stone’s termination of employment for any reason.
 
“Cause” means (a) Mr. Stone’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties; (b) Mr. Stone’s conviction of, or plea of guilty or nolo contendere to, a felony; (c) the commission by Mr. Stone of an act of fraud or embezzlement against us or any of our subsidiaries as determined in good faith by a two-thirds majority of the board; or (d) Mr. Stone’s breach of any material provision of his employment agreement.
 
“Good reason” means the occurrence of any of the following events without Mr. Stone’s written consent: (a) an adverse change in Mr. Stone’s title; (b) a material diminution in Mr. Stone’s employment duties, responsibilities or authority, or the assignment to Mr. Stone of duties that are materially inconsistent with his


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position; (c) any reduction in Mr. Stone’s base salary or target annual bonus; (d) a relocation of our principal executive offices to a location more than 35 miles from its current location which has the effect of increasing Mr. Stone’s commute; (e) any breach by us of any material provision of Mr. Stone’s employment agreement or the stockholders agreement entered into by and among us, investment funds affiliated with Carlyle and Mr. Stone; or (f) upon a change in control where (1) Carlyle exercises its bring-along rights in accordance with the stockholders agreement, and (2) Mr. Stone votes against the proposed transaction in his capacity as a stockholder.
 
Under Mr. Stone’s employment agreement, a “change of control” means:
 
(a)  the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either:
 
  •  the then-outstanding shares of our common stock or the common stock of SS&C, or
 
  •  the combined voting power of our then-outstanding voting securities or the then-outstanding voting securities of SS&C entitled to vote generally in the election of directors (in each case, other than any acquisition by us, Carlyle Partners IV, L.P. (an investment fund affiliated with Carlyle), Mr. Stone, any employee or group of employees of ours, or affiliates of any of the foregoing, or by any employee benefit plan (or related trust) sponsored or maintained by us or any of our affiliates); or
 
(b) individuals who, as of the effective date of Mr. Stone’s employment agreement, constituted our board of directors and any individuals subsequently elected to our board of directors pursuant to the stockholders agreement cease for any reason to constitute at least a majority of our board of directors, other than:
 
  •  individuals whose election, or nomination for election by our stockholders, was approved by at least a majority of the directors comprising the board of directors on the effective date of Mr. Stone’s employment agreement and any individuals subsequently elected to our board of directors pursuant to the stockholders agreement or
 
  •  individuals nominated or designated for election by Carlyle Partners IV, L.P.
 
Other than Mr. Stone, none of our current executive officers is party to an employment agreement.
 
2007 Grants of Plan-Based Awards
 
We did not make any grants of plan-based awards to our named executive officers in 2007.
 
Equity Incentive Plans
 
1998 Stock Incentive Plan
 
In 1998, the board of directors of SS&C adopted, and the stockholders of SS&C approved, the 1998 stock incentive plan, or 1998 plan, to provide equity compensation to SS&C’s officers, directors, employees, consultants and advisors. In connection with the Transaction, all outstanding options to purchase SS&C common stock under the 1998 plan became fully vested and exercisable immediately prior to the effectiveness of the Acquisition. Each SS&C option that remained outstanding under the 1998 plan at the time of the Acquisition (other than options held by (1) non-employee directors of SS&C, (2) certain individuals identified by SS&C and SS&C Holdings and (3) individuals who held options that were, in the aggregate, exercisable for fewer than 100 shares of SS&C common stock) was assumed by SS&C Holdings and was automatically converted into an option to purchase shares of common stock of SS&C Holdings. The options that were not assumed or otherwise exercised immediately prior to the Acquisition were cashed out in connection with the Acquisition. Since the Acquisition, we have granted no further options or other awards under the 1998 plan. On May 17, 2006, our board of directors adopted, and our stockholders approved, the amendment and restatement of the 1998 plan, which reflects, among other things, the formal assumption of the 1998 plan by


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SS&C Holdings. As of December 31, 2007, there were outstanding options under the 1998 plan to purchase a total of 3,076,118 shares of our common stock at a weighted average exercise price of $1.80 per share.
 
1999 Non-Officer Employee Stock Incentive Plan
 
In 1999, the board of directors of SS&C adopted the 1999 non-officer employee stock incentive plan, or 1999 plan, to provide equity compensation to SS&C’s employees, consultants and advisors other than its executive officers and directors. In connection with the Transaction, all outstanding options to purchase SS&C common stock under the 1999 plan became fully vested and exercisable immediately prior to the effectiveness of the Acquisition. Each SS&C option that remained outstanding under the 1999 plan at the time of the Acquisition (other than options held by (1) certain individuals identified by SS&C and SS&C Holdings and (2) individuals who held options that were, in the aggregate, exercisable for fewer than 100 shares of SS&C common stock) was assumed by SS&C Holdings and was automatically converted into an option to purchase shares of common stock of SS&C Holdings. The options that were not assumed or otherwise exercised immediately prior to the Acquisition were cashed out in connection with the Acquisition. Since the Acquisition, we have granted no further options or other awards under the 1999 plan. On May 17, 2006, our board of directors adopted, and our stockholders approved, the amendment and restatement of the 1999 plan, which reflects, among other things, the formal assumption of the 1999 plan by SS&C Holdings. As of December 31, 2007, there were outstanding options under the 1999 plan to purchase a total of 516,561 shares of our common stock at a weighted average exercise price of $4.95 per share.
 
2006 Equity Incentive Plan
 
In August 2006, our board of directors adopted, and our stockholders approved, our 2006 equity incentive plan. Our 2006 equity incentive plan provides for the granting of options, restricted stock and other stock-based awards to our employees, consultants and directors and our subsidiaries’ employees, consultants and directors. A maximum of 9,859,252 shares of our common stock are reserved for issuance under our 2006 equity incentive plan.
 
As of December 31, 2007, options to purchase a total of 8,562,345 shares of common stock were outstanding under our 2006 equity incentive plan at a weighted average exercise price of $9.99 per share. As of December 31, 2007, we had issued 66,750 shares of common stock under the 2006 equity incentive plan, and 1,296,907 shares remained available for future awards under the plan. However, our board of directors does not intend to grant any additional awards under our 2006 equity incentive plan following the consummation of this offering.
 
Our board of directors or a committee appointed by our board of directors administers our 2006 equity incentive plan. The administrator is authorized to take any action with respect to our 2006 equity incentive plan, including:
 
  •  to prescribe, amend and rescind rules and regulations relating to our 2006 equity incentive plan,
 
  •  to determine the type or types of awards to be granted under our 2006 equity incentive plan,
 
  •  to select the persons to whom awards may be granted under our 2006 equity incentive plan,
 
  •  to grant awards and to determine the terms and conditions of such awards,
 
  •  to construe and interpret our 2006 equity incentive plan and
 
  •  to amend, suspend or terminate our 2006 equity incentive plan.
 
We grant stock options under our 2006 equity incentive plan pursuant to a stock grant notice and stock option agreement, which we refer to as the option agreement. Options may be incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, or nonqualified options. Options granted


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under our 2006 equity incentive plan may not be exercised more than ten years after the date of grant. The option agreement provides, among other things, that:
 
  •  each option will vest, depending on the classification of the option as a time option, performance option or superior option, as follows:
 
  °  Time options will vest as to 25% of the number of shares underlying the option on a date certain (November 23, 2006 for the first tranche of options awarded under the plan in August 2006, but generally the first anniversary of either the date of grant or the start date for a new employee) and will continue to vest as to 1/36 of the number of shares underlying the option on the day of the month of the date of grant each month thereafter until such options are fully vested. Time options will become fully vested and exercisable immediately prior to the effective date of a liquidity event as defined in the stock option agreement.
 
  °  A certain percentage of the performance options will vest based on the administrator’s determination as to whether our EBIDTA for each fiscal year 2006 through 2010 (2007 through 2011 for options awarded in 2007) falls within the targeted EBITDA range for such year. If our EBITDA is at or above the high end of the targeted EBITDA range, 100% of the performance-based option for that year vests. If our EBITDA is below the targeted EBITDA range, the performance-based option does not vest, and if our EBITDA is within the targeted EBITDA range, between 50% and 100% of the performance-based option vests, based on linear interpolation. As a result of our board’s acceleration of the vesting of the remainder of the 2006 and 2007 performance-based options, 40% of the number of shares underlying the performance-based options will have vested as of the closing of this offering. A certain percentage of performance options will also vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target.
 
  °  The superior options, which originally vested upon specified liquidity events, will convert into performance-based options upon the closing of this offering and will vest based on the administrator’s determination as to whether our EBITDA for each fiscal year 2008 through 2010 (2008 through 2011 for options awarded in 2007) falls within the targeted EBITDA range for such year. A certain percentage of performance-based options will also vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target.
 
  •  any portion of an option that is unvested at the time of a participant’s termination of service with us will be forfeited to us; and
 
  •  any portion of an option that is vested but unexercised at the time of a participant’s termination of service with us may not be exercised after the first to occur of the following:
 
  °  the expiration date of the option, which will be no later than ten years from the date of grant,
 
  °  90 days following the date of the termination of service for any reason other than cause, death or disability,
 
  °  the date of the termination of service for cause and
 
  °  twelve months following the termination of service by reason of the participant’s death or disability.
 
Restricted stock awards may also be granted under our 2006 equity incentive plan and are evidenced by a stock award agreement. Upon termination of a participant’s employment or service, shares of restricted stock that are not vested at such time will be forfeited to us. Our 2006 equity incentive plan also gives the administrator discretion to grant stock awards free of restrictions on transfer or forfeiture.
 
If a change in control of our company occurs, the administrator may, in its sole discretion, cause any and all awards outstanding under our 2006 equity incentive plan to terminate on or immediately prior to the date of such change in control and will give each participant the right to exercise the vested portion of such awards during a period of time prior to such change in control. Our 2006 equity incentive plan will terminate on August 8, 2016, unless the administrator terminates it sooner. Please see “Compensation Discussion and


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Analysis — Components of our Executive Compensation Program — Stock Option Awards” for additional information relating to our 2006 equity incentive plan and awards thereunder.
 
2008 Stock Incentive Plan
 
In April 2008, our board of directors adopted, and our stockholders approved, our 2008 stock incentive plan, subject to the effectiveness of this offering. Our 2008 stock incentive plan provides for the granting of options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to our employees, officers, directors, consultants and advisors, and our subsidiaries’ employees, officers, directors, consultants and advisors.
 
The number of shares of our common stock reserved for issuance under our 2008 stock incentive plan is equal to the sum of:
 
(1) 1,250,000 shares of common stock; plus
 
(2) an annual increase to be added on the first day of each of our fiscal years during the term of the 2008 stock incentive plan beginning in fiscal 2009 equal to the least of (i) 1,250,000 shares of common stock, (ii) 2% of the outstanding shares on such date or (iii) an amount determined by our board of directors.
 
Furthermore, if any award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares subject to such award being repurchased pursuant to a contractual repurchase right), is settled in cash or otherwise results in any common stock not being issued, the unused common stock covered by such award shall again be available for the grant of awards under our 2008 stock incentive plan. In addition, shares of our common stock tendered to us by a participant in order to exercise an award shall be added to the number of shares of common stock available for the grant of awards under our 2008 stock incentive plan. However, in the case of incentive stock options, the foregoing provisions shall be subject to any limitations under the Internal Revenue Code of 1986. The maximum number of shares of common stock with respect to which awards may be granted to any participant under our 2008 stock incentive plan is 500,000 per calendar year.
 
Shares issued under our 2008 stock incentive plan may consist in whole or in part of authorized but unissued shares or treasury shares. We will adjust the number of shares reserved for issuance under our 2008 stock incentive plan in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event.
 
Our board of directors or a committee appointed by our board of directors administers our 2008 stock incentive plan. The administrator is authorized to take any action with respect to our 2008 stock incentive plan, including:
 
  •  to adopt, amend and repeal rules and regulations relating to our 2008 stock incentive plan;
 
  •  to determine the type or types of awards to be granted under our 2008 stock incentive plan;
 
  •  to select the persons to whom awards may be granted under our 2008 stock incentive plan;
 
  •  to grant awards and to determine the terms and conditions of such awards;
 
  •  to delegate to one or more of our officers the power to grant awards under our 2008 stock incentive plan to our employees or officers (other than executive officers);
 
  •  to construe and interpret our 2008 stock incentive plan; and
 
  •  to amend, suspend or terminate our 2008 stock incentive plan, subject in certain instances to stockholder approval.
 
We grant stock options under our 2008 stock incentive plan pursuant to a stock option grant notice and stock option agreement, which we refer to as the option agreement. Options may be incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, or nonstatutory options. Options granted


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under our 2008 stock incentive plan may not be exercised more than ten years after the date of grant. The option agreement provides, among other things, that:
 
  •  each option will vest as to 25% of the number of shares underlying the option on the first anniversary of the date of grant and will continue to vest as to an additional 1/36 of the remaining number of shares underlying the option on the day of the month of the date of grant each month thereafter until the fourth anniversary of the date of grant;
 
  •  options will become fully vested and exercisable immediately prior to the effective date of a change in control as defined in the stock option agreement;
 
  •  any portion of an option that is unvested at the time of a participant’s termination of service with us will be forfeited to us; and
 
  •  any portion of an option that is vested but unexercised at the time of a participant’s termination of service with us may not be exercised after the first to occur of the following:
 
  °  the expiration date of the option, which will be no later than ten years from the date of grant,
 
  °  90 days following the date of the termination of service for any reason other than cause, death or disability,
 
  °  the date of the termination of service for cause, and
 
  °  twelve months following the termination of service by reason of the participant’s death or disability.
 
Stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards may also be granted under our 2008 stock incentive plan. Our 2008 stock incentive plan gives our board the ability to determine the terms and conditions for each of these types of awards, including the duration and exercise price of stock appreciation rights, and the conditions for vesting and repurchase (or forfeiture) and the issue price, if any, of restricted stock and restricted units.
 
If we undergo a significant corporate event such as a reorganization, merger, consolidation, liquidation, dissolution or sale, transfer, exchange or other disposition of all or substantially all of our stock or assets, exchange of our securities, issuance of warrants or other rights to purchase our securities, or the acquisition or disposition of any material assets or businesses, our 2008 stock incentive plan permits our board to take any one or more of the following actions as to all or any (or any portion of) outstanding awards (other than restricted stock awards) on such terms as the board determines:
 
  •  provide that awards shall be assumed, or substantially equivalent awards shall be distributed, by the acquiring or succeeding corporation;
 
  •  upon written notice to a participant, provide that the participant’s unexercised awards will terminate immediately prior to the consummation of such corporate event unless exercised by the participant within a specified period following the date of notice;
 
  •  provide that outstanding awards shall become exercisable, realizable or deliverable, or restrictions applicable to an award shall lapse, in whole or in part prior to or upon such corporate event;
 
  •  in the event of a corporate event under the terms of which holders of our common stock will receive a cash payment for each share surrendered in connection with the corporate event, make or provide for a cash payment to participants in exchange for the termination of all such awards;
 
  •  provide that, in connection with our liquidation or dissolution, awards shall convert into the right to receive liquidation proceedings (net of any applicable exercise price or tax withholdings); and
 
  •  any combination of the foregoing.
 
Our 2008 stock incentive plan does not obligate our board to treat all types of awards, all awards held by any participant, or all awards of the same type, identically.
 
Upon the occurrence of a corporate event of the type described above, other than our liquidation or dissolution, our 2008 stock incentive plan provides that our repurchase and other rights under each outstanding


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restricted stock award will inure to the benefit of our successor and will, unless the board determines otherwise, apply to the cash, securities or other property which our common stock was converted into or exchanged for pursuant to such corporate event in the same manner and to the same extent as it applied to our common stock subject to such restricted stock award. In the event of our liquidation or dissolution, all restrictions and conditions on all restricted stock awards then outstanding will automatically be deemed terminated or satisfied, except as otherwise provided in the restricted stock award agreement or other related agreement.
 
Our board may, without stockholder approval, amend any outstanding award granted under our 2008 stock incentive plan to provide an exercise price per share that is lower than the then-current exercise price per share of any such outstanding award. Our board may also, without stockholder approval, cancel any outstanding award (whether or not granted under our 2008 stock incentive plan) and grant in substitution therefor new awards under our 2008 stock incentive plan covering the same or a different number of shares of common stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award.
 
Our 2008 stock incentive plan will terminate ten years following board adoption, unless the board terminates it sooner.
 
2007 Outstanding Equity Awards at Fiscal Year-End
 
The following table sets forth information concerning stock options held by each of our named executive officers as of December 31, 2007.
 
                                         
                Equity
             
                Incentive
             
                Plan Awards:
             
                Number of
             
    Number of
    Number of
    Securities
             
    Securities
    Securities
    Underlying
             
    Underlying
    Underlying
    Unexercised
             
    Unexercised
    Unexercised
    Unearned
    Option
    Option
 
    Options (#)
    Options(#)
    Options
    Exercise
    Expiration
 
Name
  Exercisable     Unexercisable     (#)(3)     Price ($)     Date  
 
William C. Stone
    562,500 (1)               $ 0.98       2/17/2010  
      562,500 (1)                 0.88       5/31/2011  
      1,125,000 (1)                 2.13       4/8/2013  
      277,320 (2)     255,126 (2)           9.93       8/9/2016  
      191,692 (3)           340,754 (3)     9.93       8/9/2016  
                  266,223 (4)     9.93       8/9/2016  
Normand A. Boulanger
    187,500 (1)                 4.76       10/18/2014  
      281,250 (1)                 2.00       2/6/2013  
      207,990 (2)     191,346 (2)           9.93       8/9/2016  
      143,767 (3)           255,569 (3)     9.93       8/9/2016  
                  199,668 (4)     9.93       8/9/2016  
Patrick J. Pedonti
    112,499 (1)                 2.21       8/1/2012  
      103,995 (2)     95,673 (2)           9.93       8/9/2016  
      71,887 (3)           127,781 (3)     9.93       8/9/2016  
                  99,834 (4)     9.93       8/9/2016  
Stephen V.R. Whitman
    55,957 (1)                 2.00       2/6/2013  
      55,462 (2)     51,026 (2)           9.93       8/9/2016  
      38,340 (3)           68,148 (3)     9.93       8/9/2016  
                  53,244 (4)     9.93       8/9/2016  
 
 
(1) These options were granted under our prior 1998 stock incentive plan and are fully vested.


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(2) This option is a time-based option awarded under our 2006 equity incentive plan that vests as to 25% of the number of shares underlying the option on November 23, 2006 and as to 1/36 of the number of shares underlying the option on the day of the month of the date of the grant each month thereafter until fully vested on November 23, 2009. The time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, as defined in the stock option agreement.
 
(3) This option is a performance-based option awarded under our 2006 equity incentive plan that vests based on the determination by our board of directors or compensation committee as to whether our EBITDA for each fiscal year 2006 through 2010 falls within the targeted EBITDA range for such year. If our EBITDA for a particular year is at the low end of the targeted EBITDA range, 50% of the performance-based option for that year vests, and if our EBITDA is at or above the high end of the targeted EBITDA range, 100% of the performance-based option for that year vests. If our EBITDA is below the targeted EBITDA range, the performance-based option does not vest, and if our EBITDA is within the targeted EBITDA range, between 50% and 100% of the performance-based option vests, based on linear interpolation. As a result of our board’s acceleration of the vesting of the remainder of the 2006 and 2007 performance-based options, 40% of the number of shares underlying this performance-based option will have vested as of the closing of this offering. In addition, a certain percentage of this option will vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in us made by investment funds affiliated with Carlyle.
 
(4) This option was a superior option at the time of grant and originally vested upon specified liquidity events. Upon the closing of this offering, this option converts into a performance-based option that vests based on the determination by our board of directors or compensation committee as to whether our EBITDA for each fiscal year 2008 through 2010 falls within the targeted EBITDA range for such year. A certain percentage of this option will also vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in us made by investment funds affiliated with Carlyle.
 
2007 Option Exercises
 
No stock options were exercised by our named executive officers during 2007.
 
2007 Pension Benefits
 
None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.
 
2007 Nonqualified Deferred Compensation
 
None of our named executive officers participate in or have account balances in non-qualified deferred contribution plans or other deferred compensation plans maintained by us.
 
Potential Payments Upon Termination or Change of Control
 
William C. Stone
 
Effective as of November 23, 2005, we entered into a definitive employment agreement with Mr. Stone. The terms of the agreement are described under the caption “Employment and Related Agreements” above.
 
The table below reflects the amount of compensation payable to Mr. Stone in the event of termination of his employment or a liquidity event (as defined in our 2006 equity incentive plan). The amounts shown assume that such termination was effective as of December 31, 2007, and thus include amounts earned through such time and are estimates of the amounts that would be paid out to him upon his termination. The actual amounts to be paid out, if any, can only be determined at the time of his separation.
 


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    Without Cause, For
                         
    Good Reason
                         
    (Including Certain
                         
Payments to
  Changes of
    For Cause or
                   
William C. Stone
  Control) or
    Without
                   
Upon Termination
  Upon Notice of
    Good Reason
    Liquidity
             
or Liquidity Event
  Non-Renewal     (1)     Event(2)     Disability     Death  
 
Base salary
  $ 1,200,000 (3)   $        —     $    —     $     $  
Target annual bonus
    900,000 (4)                 450,000 (5)     450,000 (5)
Stock options(6)
    (7)                   (7)     (7)
Health and welfare benefits
    37,351 (8)                        
Tax gross up payment
    2,612,318 (9)                        
Disability benefits
                             
Life insurance proceeds
                               
Total
  $       $     $       $       $  
 
 
(1) In the event that Mr. Stone’s employment is terminated for cause or without good reason, he will be entitled to unpaid base salary through the date of the termination, payment of any annual bonus earned with respect to a completed fiscal year of SS&C that is unpaid as of the date of termination and any benefits due to him under any employee benefit plan, policy, program, arrangement or agreement.
 
(2) Liquidity event is defined in our 2006 equity incentive plan. Time-based options will become fully vested and exercisable immediately prior to the effective date of a liquidity event. Performance-based options, including superior options that convert into performance-based options upon the closing of this offering, will vest in whole or in part immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target.
 
(3) Consists of 200% of 2007 base salary payable promptly upon termination.
 
(4) Consists of 200% of 2007 target annual bonus payable promptly upon termination. The compensation committee did not set a formal 2007 target annual bonus for Mr. Stone. The figure used for the 2007 target annual bonus is $450,000, the minimum annual bonus specified for Mr. Stone in his employment agreement.
 
(5) Consists of a cash payment equal to the amount of Mr. Stone’s target annual bonus for 2007, payable within 30 business days of termination. The compensation committee did not set a formal 2007 target annual bonus for Mr. Stone. The figure used for the 2007 target annual bonus is $450,000, the minimum annual bonus specified for Mr. Stone in his employment agreement.
 
(6) Based upon an exercise price of $9.93 per share and $     (which represents the mid-point of the range set forth on the cover of this prospectus).
 
(7) Vesting acceleration with respect to unvested options to purchase an aggregate of 431,052 shares of our common stock, which is equal to 50% of all unvested options held by Mr. Stone on December 31, 2007.
 
(8) Represents three years of coverage under SS&C’s medical, dental and vision benefit plans.
 
(9) In the event that the severance and other benefits provided for in Mr. Stone’s employment agreement or otherwise payable to him in connection with a change in control constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 and will be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Stone shall receive (a) a payment from us sufficient to pay such excise tax, and (b) an additional payment from us sufficient to pay the excise tax and federal and state income taxes arising from the payments made by us to Mr. Stone pursuant to this sentence.
 
In accordance with Mr. Stone’s employment agreement, none of the severance payments described above will be paid during the six-month period following his termination of employment unless we determine, in our good faith judgment, that paying such amounts at the time or times indicated above would not cause him to incur an additional tax under Section 409A of the Internal Revenue Code (in which case such amounts shall be paid at the time or times indicated above). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, we will pay Mr. Stone a

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lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to him under his employment agreement. Thereafter, payments will resume in accordance with the above table.
 
Other Named Executive Officers
 
Other than Mr. Stone, none of our current named executive officers has any arrangement that provides for severance payments. Our 2006 equity incentive plan provides for vesting of stock options in connection with a liquidity event. Time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, and a certain percentage of performance-based options, including superior options that convert into performance-based options upon the closing of this offering, vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target.
 
As of December 31, 2007, Messrs. Boulanger, Pedonti and Whitman held the following unvested stock options that would have become fully vested upon a liquidity event, assuming that certain targets with respect to proceeds from the liquidity event were met.
 
                 
    Number of Shares
   
    Underlying
  Value of Unvested
Name
  Unvested Options (#)   Options ($)(1)
 
Normand A. Boulanger
    646,583     $             
Patrick J. Pedonti
    323,288          
Stephen V.R. Whitman
    172,418          
 
 
(1) The value of unvested options was calculated by multiplying the number of shares underlying unvested options by $      (which represents the mid-point of the range set forth on the cover of this prospectus) and then deducting the aggregate exercise price for these options.
 
Director Compensation
 
None of our directors, except Mr. Etherington, receives compensation for serving as a director. Mr. Etherington receives, and Mr. Daly will receive upon his election as a director, an annual retainer fee of $25,000 and $2,500 for each board meeting attended in person. Effective upon the closing of this offering, we will pay an annual retainer of $5,000 to Messrs. Etherington and Daly for service on the audit committee and grant Mr. Daly a fully vested option to purchase 18,750 shares of our common stock at an exercise price equal to the closing price of our common stock on the NASDAQ Global Market on the closing date of the offering. All of the directors are reimbursed for reasonable out-of-pocket expenses associated with their service on the board. The following table contains for Mr. Etherington’s compensation received during the year ended December 31, 2007 for serving as a director.
 
2007 Director Compensation
 
                         
    Fees Earned
       
    or Paid in
       
    Cash
  Option Awards
  Total
Name
  ($)(1)   ($)(2)   ($)
 
William Etherington
  $ 32,500           $ 32,500  
 
 
(1) For his service as a director, Mr. Etherington is paid an annual retainer fee of $25,000 and $2,500 for each board meeting attended in person. Mr. Etherington was paid an aggregate of $32,500 for his service as a director in 2007.
 
(2) Upon his election to the board of directors in 2006, Mr. Etherington was granted an option to purchase 18,750 shares of our common stock at an exercise price per share of $9.93. Such option was 100% vested on the date of grant.


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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Management Agreement
 
TC Group, L.L.C. (an affiliate of Carlyle), Mr. Stone and SS&C Holdings entered into a management agreement on November 23, 2005, pursuant to which SS&C Holdings paid (1) TC Group, L.L.C. a fee of $5,233,516 for certain services provided by it to SS&C Holdings in connection with the Transaction and the financing of the Transaction and (2) Mr. Stone a fee of $2,266,484 in consideration of his commitment to contribute SS&C equity to SS&C Holdings pursuant to the contribution and subscription agreement between Mr. Stone and SS&C Holdings and as consideration for Mr. Stone’s agreement to enter into a long-term employment agreement with SS&C Holdings, including the non-competition provisions therein. The aggregate amount of these fees was allocated to Mr. Stone and TC Group, L.L.C. pro rata based on their respective ownership of SS&C Holdings following the consummation of the Transaction. SS&C Holdings also agreed to pay to TC Group L.L.C. (1) an annual fee of $1.0 million for certain management services to be performed by it for SS&C Holdings following consummation of the Transaction and to reimburse TC Group L.L.C. for certain out-of pocket expenses incurred in connection with the performance of such services and (2) additional reasonable compensation for other services provided by TC Group L.L.C. to SS&C Holdings from time to time, including investment banking, financial advisory and other services with respect to acquisitions and divestitures by SS&C Holdings or sales of equity or debt interests of SS&C Holdings or any of its affiliates. The management agreement will terminate upon completion of this offering.
 
Contribution and Subscription Agreement
 
On July 28, 2005, Mr. Stone and SS&C Holdings entered into a contribution and subscription agreement, which provided that, immediately prior to the closing date of the Transaction, Mr. Stone would contribute to SS&C Holdings 4,026,845 shares of SS&C common stock held by him in exchange for the issuance by SS&C Holdings to Mr. Stone of newly issued shares of common stock of SS&C Holdings, representing approximately 28% of the outstanding equity of SS&C Holdings. Mr. Stone and SS&C Holdings subsequently reached an understanding to allow Mr. Stone to reduce the number of shares of SS&C common stock that he would contribute to SS&C Holdings pursuant to the contribution and subscription agreement to 3,921,958 shares, with a value of approximately $146.1 million based on a per-share value of $37.25. Mr. Stone also agreed not to exercise any of his outstanding options to purchase SS&C common stock. Accordingly, pursuant to the merger agreement for the Acquisition, these options became vested and immediately exercisable on the closing date of the Transaction and were assumed by SS&C Holdings and converted into options to acquire common stock of SS&C Holdings. The value of these assumed options was approximately $18.9 million (calculated by multiplying the number of shares subject to each option by the amount, if any, by which $37.25 exceeded the exercise price of the options). The aggregate value of his contributed shares and options was $165.0 million and represented approximately 28% of the fully diluted outstanding equity of SS&C Holdings, after giving effect to the anticipated equity contributions by Carlyle.
 
Stockholders Agreement
 
On November 23, 2005, Mr. Stone became a party to a stockholders agreement with SS&C Holdings, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., which includes restrictions on transfer as well as other provisions described below. The parties amended certain provisions of the stockholders agreement in April 2008.
 
Board of directors.   The stockholders agreement provides that our board of directors will consist of seven members upon completion of this offering, with Mr. Stone occupying one seat and having the right to designate one of the remaining board members, with the stockholders affiliated with Carlyle having the right to designate four of the remaining board members, and with Mr. Stone and the stockholders affiliated with Carlyle collectively having the right to designate the remaining board member. Accordingly, Mr. Stone designated Normand A. Boulanger, and the stockholders affiliated with Carlyle designated William A. Etherington, Allan M. Holt, Todd R. Newnam and Claudius E. Watts, IV as members of our board of directors. Mr. Stone and the stockholders affiliated with Carlyle have designated Kenneth Daly as a member of our


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board of directors upon completion of this offering. The number of board members which Carlyle is entitled to designate will be reduced (1) to three directors if the Carlyle holders hold less than 40% of our common stock, (2) to two directors if the Carlyle holders hold less than 30% of our common stock, and (3) to one director if the Carlyle holders hold less than 15% of our common stock. The number of board members which Mr. Stone is entitled to designate (including himself) will be reduced to one director if Mr. Stone holds less than 15% of our common stock. The Carlyle holders’ rights under the board of directors designation provisions of the stockholders agreement will terminate at such time as they hold less than 10% of our common stock. Mr. Stone’s rights under the board of directors designation provisions of the stockholders agreement will terminate at such time as he holds less than 10% of our common stock.
 
Bring-along rights .  If, on or after November 23, 2007, any party to the stockholders agreement proposes to transfer 50% or more of all common stock held by the parties to the agreement to a third-party purchaser, then such transferring stockholder can require the other stockholders who are parties to the agreement to transfer their common stock on the same terms and conditions as the transferring holder.
 
Tag-along rights.   If any party to the stockholders agreement proposes to transfer any of our capital stock to a third-party purchaser, each other holder who is a party to the agreement can request that such third-party purchaser purchase a pro rata portion of common stock from such holder.
 
Right of first negotiation.   Under the stockholders agreement, the Carlyle holders had granted Mr. Stone a right of first negotiation in connection with any transfer by a Carlyle holder of our common stock prior to November 23, 2007.
 
Preemptive rights.   Each stockholder who is a party to the stockholders agreement has the right to purchase its pro rata portion of any new securities which SS&C Holdings may propose to issue and sell (not including the issuance of shares of common stock in this offering).
 
Upon completion of this offering, the tag-along rights, right of first negotiation and preemptive rights will terminate in accordance with the terms of the stockholders agreement.
 
Service Provider Stockholders Agreement
 
On November 23, 2005, all of our members of management (other than Mr. Stone) and all employee option holders who decided to convert their SS&C options into options to acquire common stock of SS&C Holdings became parties to a service provider stockholders agreement with Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and SS&C Holdings. In addition, substantially all holders of options to purchase common stock of SS&C Holdings have subsequently become parties to the agreement. SS&C Holdings and the Carlyle stockholders amended certain provisions of the service provider stockholders agreement in April 2008. The agreement contains restrictions on the transferability of such management and employee option holders’ equity, and also gives SS&C Holdings the right to repurchase shares of its common stock and options to acquire its common stock from members of its management and employee option holders who are parties to the agreement upon termination of their service to SS&C Holdings in certain circumstances.
 
Under the agreement, after November 23, 2007, if the Carlyle holders propose to transfer 50% or more of our outstanding common stock to a third-party purchaser, then the Carlyle holders can require the members of our management and employee option holders who are parties to the agreement to transfer their common stock and options on the same terms and conditions as the Carlyle holders (bring-along rights). If any Carlyle holder proposes to transfer any of our capital stock to a third-party purchaser, each member of our management and employee option holder who is a party to the agreement can request that such third-party purchaser purchase a pro rata portion of common stock from such member of management or employee option holder (tag-along rights).
 
Upon completion of this offering, the restrictions on transfers of shares, tag-along rights and our repurchase rights will terminate in accordance with the terms of the service provider stockholders agreement.


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Registration Rights Agreement
 
On November 23, 2005, Mr. Stone became a party to a registration rights agreement with SS&C Holdings, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., which provides for certain registration rights. Under the registration rights agreement, either the Carlyle holders or Mr. Stone can demand, at any time after six months after the closing of this offering, that we file a registration statement for all or a portion of their common stock. The Carlyle holders and Mr. Stone are also entitled to request, at any time after this offering, that their shares be covered by a registration statement that we are otherwise filing with respect to common stock. These registration rights are subject to conditions and limitations, including the right of the underwriters of an offering to limit the number of shares included in certain registrations. For additional detail, see “Description of Capital Stock — Registration Rights.”
 
Management Rights Agreement
 
Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., SS&C Holdings and SS&C entered into a management rights agreement on November 23, 2005, pursuant to which Carlyle Partners IV, L.P. was granted (1) the right to nominate one director to serve as a member of the board of directors of SS&C Holdings and to appoint one non-voting board observer to the board of directors of SS&C, (2) reasonable access to the books and records of SS&C Holdings and SS&C and their subsidiaries and (3) the right to consult from time to time with the management of SS&C Holdings and SS&C and their subsidiaries at their respective place of business regarding operating and financial matters. The management rights agreement will terminate with respect to SS&C when SS&C Holdings and its affiliates no longer beneficially own any voting securities of SS&C. The management rights agreement will terminate with respect to SS&C Holdings when Carlyle Partners IV, L.P. and its affiliates no longer beneficially own any voting securities of SS&C Holdings.
 
RLI Insurance Company
 
From January 1, 2005 through March 31, 2008, RLI Insurance Company paid an aggregate of $241,860 to us for maintenance of CAMRA and Finesse products. Michael J. Stone, President of RLI Insurance, is the brother of William C. Stone.
 
Other Transactions
 
John Stone, the brother of William C. Stone, is employed by SS&C as Vice President of Sales Management. From January 1, 2005 through March 31, 2008, John Stone was paid an aggregate of $552,725 as salary and commissions related to his employment at SS&C.
 
Review, Approval or Ratification of Transactions with Related Persons
 
Our board of directors intends to adopt written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.
 
If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our general counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our board’s audit committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chairman of the committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.


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A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:
 
  •  the related person’s interest in the related person transaction;
 
  •  the approximate dollar value of the amount involved in the related person transaction;
 
  •  the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;
 
  •  whether the transaction was undertaken in the ordinary course of our business;
 
  •  whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;
 
  •  the purpose of, and the potential benefits to us of, the transaction; and
 
  •  any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.
 
The committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is in, or is not inconsistent with, our best interests. The committee may impose any conditions on the related person transaction that it deems appropriate.
 
In addition to the transactions that are excluded by the instructions to the Securities and Exchange Commission’s related person transaction disclosure rule, our board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:
 
  •  interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity and (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the company receiving payment under the transaction; and
 
  •  a transaction that is specifically contemplated by provisions of our charter or bylaws.
 
The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.
 
Executive Compensation and Stock Option Awards
 
Please see “Management” for information on the compensation of, and stock options granted to, our directors and executive officers.
 
Employment Agreements
 
We have entered into an employment agreement with Mr. Stone as described in “Management — Employment and Related Agreements.”


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PRINCIPAL AND SELLING STOCKHOLDERS
 
This table presents information concerning the beneficial ownership of the shares of our common stock as of December 31, 2007. The table also contains information about beneficial ownership, as adjusted to reflect the sale of common stock in this offering, assuming 53,157,433 shares of common stock are outstanding as of December 31, 2007 and           shares are outstanding immediately following the completion of this offering.
 
Specifically, the table reflects beneficial ownership information about:
 
  •  each person we know to be the beneficial owner of more than 5% of the outstanding shares of common stock;
 
  •  each of our named executive officers;
 
  •  each of our directors and director nominees;
 
  •  all of our executive officers and directors as a group; and
 
  •  each of our other selling stockholders.
 
Beneficial ownership is determined under the rules of the Securities and Exchange Commission and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to options that are exercisable or exercisable within 60 days of December 31, 2007 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. The table below assumes the vesting in full upon the closing of this offering of all 2006 and 2007 performance-based options. See “Compensation Discussion and Analysis — Components of Our Executive Compensation Program — Stock Option Awards.”
 
The information in the table below with respect to each selling stockholder has been obtained from that selling stockholder. When we refer to the “selling stockholders” in this prospectus, we mean those persons listed in the table below as offering shares, as well as the pledgees, donees, assignees, transferees, successors and others who may hold any of the selling stockholders’ interest.
 
See “Certain Relationships and Related Transactions” for a discussion of the material relationships between the Company and investment funds associated with Carlyle.
 
Unless otherwise noted below, the address of the persons and entities listed on the table is c/o SS&C Technologies Holdings, Inc., 80 Lamberton Road, Windsor, CT 06095.
 
                                         
    Shares Beneficially Owned Prior to the Offering           Shares Beneficially Owned After the Offering  
    Number     Percent     Shares Offered     Number     Percent  
 
Beneficial Owner
                                       
5% Stockholders:
                                       
TCG Holdings, L.L.C.(1)
    38,355,712       72.2 %                        
William C. Stone(2)
    17,448,539       31.2 %                        
                                         
Other Directors, Director Nominees and Named Executive Officers:
                                       
Normand A. Boulanger(3)
    837,149       1.6 %                        
Kenneth Daly
                                   
William A. Etherington(4)
    18,750       *                        
Allan M. Holt(5)
                                   


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    Shares Beneficially Owned Prior to the Offering           Shares Beneficially Owned After the Offering  
    Number     Percent     Shares Offered     Number     Percent  
 
Todd R. Newnam(5)
                                   
Claudius (Bud) E. Watts IV(5)
                                   
Patrick J. Pedonti(6)
    296,714       *                        
Stephen V.R. Whitman(7)
    154,199       *                        
All directors and executive officers as a group (8 persons)(8)
    18,755,351       32.8 %                        
                                         
Other Selling Stockholders:
                                       
 
 
* Represents less than one percent of the outstanding shares of common stock.
 
(1) TC Group IV, L.P. is the sole general partner of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., the record holders of 36,866,782 and 1,488,930 shares of our common stock, respectively. TC Group IV Managing GP, L.L.C. is the sole general partner of TC Group IV, L.P. TC Group, L.L.C. is the sole managing member of TC Group IV Managing GP, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, TC Group IV, L.P., TC Group IV Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed owners of shares of our common stock owned of record by each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein are managing members of TCG Holdings, L.L.C. and, in such capacity, may be deemed to share beneficial ownership of shares of our common stock beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership. Each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. may be considered an affiliate or associated person of a broker-dealer that is not participating in this offering. Each represents that it acquired its shares in the ordinary course of business and at the time of purchase had no agreements or understandings, directly or indirectly, with any person to distribute the securities. The principal address and principal offices of TCG Holdings, L.L.C. and certain affiliates is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.
 
(2) Includes 2,741,197 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.
 
(3) Consists of 837,149 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.
 
(4) Consists of 18,750 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.
 
(5) Does not include 38,355,712 shares of common stock held by investment funds associated with or designated by The Carlyle Group. Messrs. Holt, Watts and Newnam are executives of The Carlyle Group. They disclaim beneficial ownership of the shares held by investment funds associated with or designated by The Carlyle Group.
 
(6) Consists of 296,714 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.
 
(7) Consists of 154,199 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.
 
(8) Includes 4,048,009 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2007.

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DESCRIPTION OF CERTAIN INDEBTEDNESS
 
Senior Credit Facilities
 
Overview
 
In connection with the Transaction, SS&C entered into its senior credit facilities with J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC as co-lead arrangers and joint bookrunners, JPMorgan Chase Bank, N.A. as administrative agent, Wachovia Bank, National Association as syndication agent and Bank of America, N.A. as documentation agent.
 
The senior credit facilities consist of a revolving credit facility and term loan facility. The term loan facility has a principal amount of $275.0 million, of which the equivalent of $75.0 million ($17 million of which is denominated in U.S. dollars and $58 million of which is denominated in Canadian dollars) was drawn by SS&C Technologies Canada Corp., one of our Canadian subsidiaries as the Canadian borrower, on the closing date of the Transaction. The revolving credit facility has a principal amount of $75.0 million, of which $10.0 million was drawn on the closing date of the Transaction to pay a portion of the costs associated with the Transaction. The remainder is available for general corporate purposes, subject to certain conditions. In addition, the equivalent of up to $10.0 million of the revolving credit facility may be drawn in Canadian dollars either by us or the Canadian borrower. Our ability to draw under the revolving credit facility is conditioned upon, among other things, our continued compliance with covenants in the credit agreement, our ability to bring down the representations and warranties contained in the credit agreement and the absence of any default or event of default under the senior credit facilities.
 
Our revolving credit facility will mature on November 23, 2011, and the term loan facility will mature on November 23, 2012.
 
The term loan facility amortizes in nominal quarterly installments of 0.25% ($2.5 million per year) beginning on March 31, 2006 until maturity, whereby the final installment of the term loan facility will be paid on the maturity date in an amount equal to the aggregate unpaid principal amount.
 
In addition to the revolving credit facility and term loan facility described above, our senior credit facilities permit SS&C or the Canadian borrower to incur up to $100.0 million in total principal amount of additional term loan indebtedness, subject to certain exceptions.
 
Guarantees; Security
 
The obligations under the senior credit facilities are secured and fully and unconditionally guaranteed jointly and severally by us and each of SS&C’s material wholly owned U.S. subsidiaries currently existing or that we may create or acquire, with certain exceptions as set forth in our credit agreement, pursuant to the terms of a separate guarantee and collateral agreement. The obligations of the Canadian borrower are secured and fully and unconditionally guaranteed jointly and severally by us and SS&C and each of its material wholly owned U.S. and Canadian subsidiaries currently existing or that we may create or acquire, with certain exceptions as set forth in our credit agreement, pursuant to the terms of a separate guarantee and collateral agreement.
 
Borrowings under the senior credit facilities, all guarantees thereof and SS&C’s obligations under related hedging agreements are secured by a perfected first priority security interest in: (1) all of SS&C’s capital stock and all of the capital stock or other equity interests held by SS&C, us and each of our existing and future U.S. subsidiary guarantors (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in the credit agreement); and (2) all of SS&C’s and our tangible and intangible assets and the tangible and intangible assets of each of our existing and future U.S. subsidiary guarantors, with certain exceptions as set forth in the credit agreement.
 
The Canadian borrower’s borrowings under the senior credit facilities and all guarantees thereof are secured by a perfected first priority security interest in: (1) all of SS&C’s capital stock and all of the capital stock or other equity interests held by SS&C, us and each of our existing and future U.S. and Canadian


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subsidiary guarantors, with certain exceptions as set forth in the credit agreement; and (2) all of SS&C’s and our tangible and intangible assets and the tangible and intangible assets of each of our existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement.
 
Interest Rates and Fees
 
Borrowings under the senior credit facilities that are denominated in U.S. dollars bear interest at a rate equal to the applicable margin plus, at our option, either: (1) a base rate determined by reference to the higher of (a) JPMorgan Chase Bank’s prime rate and (b) the federal funds rate plus 1/2 of 1%; or (2) a Eurocurrency rate on deposits in U.S. dollars for one-, two-, three- or six-month periods (or nine- or twelve-month periods if, at the time of the borrowing, all lenders agree to make such a duration available). Borrowings under the revolving credit facility that are denominated in Canadian dollars bear interest at the rate equal to the applicable margin plus a Eurocurrency rate on deposits in Canadian dollars for one-, two-, three- or six-month periods (or nine- or twelve-month periods if, at the time of the borrowing, all lenders agree to make such a duration available).
 
Borrowings by the Canadian borrower that are denominated in Canadian dollars bear interest at a rate equal to the applicable margin plus, at the Canadian borrower’s option, either at the Canadian dollar prime rate or the applicable banker’s acceptances discount rate. Borrowings by the Canadian borrower that are denominated in U.S. dollars bear interest at the rate equal to the applicable margin plus, at the Canadian borrower’s option, either (1) a base rate determined by reference to the higher of (a) a reference rate for determining interest rates on commercial loans denominated in U.S. dollars and (b) the federal funds rate plus 1/2 of 1%; or (2) a Eurocurrency rate on deposits in U.S. dollars for one-, two-, three- or six-month periods (or nine-or twelve-month periods if, at the time of the borrowing, all lenders agree to make such a duration available).
 
The applicable margin is subject to change depending on SS&C’s leverage ratio. We will also pay the lenders a commitment fee on the unused commitments under the revolving credit facility, which is payable quarterly in arrears. The commitment fee is subject to change depending on our leverage ratio.
 
Mandatory and Optional Repayment
 
Subject to exceptions for reinvestment of proceeds and other exceptions and materiality thresholds, we are required to prepay outstanding loans under the senior credit facilities with the net proceeds of certain asset dispositions, near-term tax refunds in certain circumstances and the incurrence of certain debt, and 50% of SS&C’s excess cash flow, subject to reduction to 25% and to 0% if certain leverage ratios are met.
 
We may voluntarily prepay loans or reduce commitments under the senior credit facilities, in whole or in part, subject to minimum amounts. If we prepay Eurocurrency rate loans other than at the end of an applicable interest period, we are required to reimburse lenders for their losses or expenses sustained as a result of such prepayment.
 
Covenants
 
The senior credit facilities contain negative and affirmative covenants affecting SS&C and its existing and future restricted subsidiaries, with certain exceptions set forth in the credit agreement. The senior credit facilities contain the following negative covenants and restrictions on, among others, the following:
 
  •  liens;
 
  •  sale-leaseback transactions;
 
  •  debt;
 
  •  dividends and other restricted payments;
 
  •  redemptions and stock repurchases;
 
  •  consolidations, mergers and acquisitions;
 
  •  asset dispositions;
 
  •  investments, loans and advances;
 
  •  changes in line of business;


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  •  changes in fiscal year;
 
  •  restrictive agreements with subsidiaries;
 
  •  transactions with affiliates;
 
  •  amendments or prepayments of subordinated indebtedness; and
 
  •  speculative hedging agreements.
 
The senior credit facilities also require SS&C, and require its existing and future restricted subsidiaries, with certain exceptions set forth in the credit agreement, to meet certain financial covenants and ratios, particularly a leverage ratio and an interest coverage ratio.
 
The senior credit facilities contain the following affirmative covenants, among others:
 
  •  delivery of financial and other information to the administrative agent;
 
  •  notice to the administrative agent upon the occurrence of certain events of default, litigation and other material events;
 
  •  conduct of business and maintenance of existence;
 
  •  payment of material taxes and other governmental charges;
 
  •  maintenance of properties, licenses and insurance;
 
  •  access to books and records by the lenders;
 
  •  compliance with applicable laws and regulations; and
 
  •  further assurances and maintenance of collateral.
 
Events of Default
 
The senior credit facilities specify certain events of default, including, among others: failure to pay principal, interest or fees, violation of covenants, material inaccuracy of representations and warranties, cross-defaults to material indebtedness, certain bankruptcy and insolvency events, certain material judgments, certain ERISA events, invalidity or subordination provisions, change of control and invalidity of guarantees or security documents.
 
11 3 / 4 % Senior Subordinated Notes due 2013
 
Overview
 
SS&C has issued $205.0 million in aggregate principal amount of 11 3 / 4 % Senior Subordinated Notes due 2013 pursuant to the terms of an indenture with Wells Fargo Bank, National Association, as trustee.
 
Guarantees and Ranking
 
The notes are general unsecured senior subordinated obligations of SS&C that are subordinated in right of payment to all existing and future senior debt of SS&C, including the senior credit facilities. The notes are pari passu in right of payment to all future senior subordinated debt of SS&C. The notes are jointly and severally guaranteed on a senior subordinated basis by all existing and future direct and indirect domestic subsidiaries of SS&C that guarantee the obligations under the senior credit facilities or any of SS&C’s other indebtedness or the indebtedness of the guarantors.
 
Maturity and Interest
 
The notes mature on December 1, 2013. Interest on the notes accrues at the rate of 11.75% per annum and is payable semi-annually in arrears on June 1 and December 1 of each year.
 
Optional Redemption
 
The notes are redeemable, at SS&C’s option, in whole or in part, at any time on or after December 1, 2009 and prior to maturity at the applicable redemption prices set forth below (expressed as a percentage of


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principal amount), plus accrued and unpaid interest and liquidated damages, if any, to the relevant redemption date. Such redemption prices are set forth below, in each case if redeemed during the 12-month period commencing on December 1 of the applicable year:
 
         
Redemption Period
  Price  
 
2009
    105.8750 %
2010
    102.9375 %
2011 and thereafter
    100.0 %
 
The notes also may be redeemed, in whole or in part, at any time prior to December 1, 2009, at SS&C’s option, at a redemption price equal to 100% of the principal amount of the notes redeemed plus the applicable premium as of, and accrued and unpaid interest to, the redemption date. The applicable premium, with respect to any note, is the greater of (a) 1.0% of the then outstanding principal amount of the note and (b) the excess of (i) the present value of (A) the redemption price of the note at December 1, 2009 (as set forth in the table above) plus (B) all required interest payments due on the note through December 1, 2009, computed using a discount rate equal to the yield to maturity of United States Treasury securities with a constant maturity most nearly equal to the period from such redemption date to December 1, 2009 plus 50 basis points over (ii) the then outstanding principal amount of the note.
 
In addition, at any time and from time to time prior to December 1, 2008, SS&C may redeem up to 35% of the original aggregate principal amount of the notes, with funds in an equal aggregate amount up to the aggregate proceeds of certain equity offerings of SS&C or any of its direct or indirect parent entities, at a redemption price of 111.75%, plus accrued and unpaid interest, if any, to the redemption date. This redemption provision is subject to a requirement that notes in an aggregate principal amount equal to at least 65% of the original aggregate principal amount of notes must remain outstanding after each such redemption.
 
Change of Control
 
Upon a change of control, we are required to make an offer to redeem all of the notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase.
 
Covenants
 
The indenture governing the notes contains covenants limiting, among other things, SS&C’s ability and the ability of its restricted subsidiaries to:
 
  •  incur additional indebtedness;
 
  •  sell assets, including capital stock of restricted subsidiaries;
 
  •  agree to payment restrictions affecting SS&C’s restricted subsidiaries;
 
  •  pay dividends;
 
  •  make certain investments;
 
  •  consolidate, merge, sell or otherwise dispose of all or substantially all of SS&C’s assets;
 
  •  enter into transactions with SS&C’s affiliates;
 
  •  incur liens; and
 
  •  designate any of SS&C’s subsidiaries as unrestricted subsidiaries.
 
The restrictive covenants in the indenture permit SS&C, after our initial public offering, to pay dividends to us in an amount not to exceed in any fiscal year 6% of the net proceeds received by SS&C through a contribution to equity capital from such offering to enable us to pay dividends to our stockholders.
 
Events of Default
 
The indenture governing the notes provides for customary events of default, including, among others: failure to pay principal, interest, fees or liquidated damages, violation of covenants, cross-defaults to material indebtedness, certain material judgments, invalidity of guarantees, and certain bankruptcy and insolvency events.


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DESCRIPTION OF CAPITAL STOCK
 
General
 
Following the closing of this offering, our authorized capital stock will consist of 100,000,000 shares of common stock, par value $0.01 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share, all of which preferred stock will be undesignated. The following description of our capital stock and provisions of our certificate of incorporation and bylaws are summaries and are qualified by reference to the certificate of incorporation and bylaws that will become effective upon the closing of this offering. Copies of these documents have been filed with the Securities and Exchange Commission as exhibits to our registration statement, of which this prospectus forms a part. The description of our common stock reflects changes to our capital structure that will occur upon the closing of this offering.
 
Common Stock
 
As of December 31, 2007, there were 53,157,433 shares of our common stock outstanding and held of record by approximately 17 stockholders.
 
Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared by our board of directors, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.
 
In the event of our liquidation or dissolution, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. Our outstanding shares of common stock are, and the shares offered by us in this offering will be, when issued and paid for, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
 
Preferred Stock
 
Under the terms of our certificate of incorporation that will become effective upon the closing of this offering, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
 
The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. Upon the closing of this offering, there will be no shares of preferred stock outstanding, and we have no present plans to issue any shares of preferred stock.
 
Options
 
As of December 31, 2007, we had outstanding options to purchase an aggregate of 12,155,024 shares of common stock with a weighted-average exercise price of $7.70 per share.
 
Registration Rights
 
We entered into a registration rights agreement, dated as of November 23, 2005, as amended, with Mr. Stone, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. Under the registration rights agreement,


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holders of shares having registration rights can demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing, as described below. These registration rights are subject to conditions and limitations, including the right of the underwriters of an offering to limit the number of shares included in certain registrations.
 
Demand Registration Rights.   At any time after six months after the closing of this offering, either the holders of a majority of the common stock held by the Carlyle holders or Mr. Stone may request that we register all or a portion of their common stock for sale under the Securities Act. We must use our reasonable best efforts to effect the registration as requested, subject to our right to postpone such registration if we determine that such registration would be materially detrimental to us or our stockholders or if our board of directors determines in its good faith judgment that the registration would have an adverse effect on a then contemplated public offering of our common stock. A holder’s right to demand registration of shares is subject to the right of the underwriters to limit the number of shares included in the offering. We are required to effect four of these registrations, in the case of the Carlyle holders, and three of these registrations, in the case of Mr. Stone. We are not obligated to effect more than three of these registrations in any year. No registration will count towards such numerical limitations, however, if any shares of common stock requested to be registered are cut back by the underwriters of an offering. Neither the Carlyle holders nor Mr. Stone is entitled to make a registration request if such holder owns less than 5% of our common stock held collectively by the Carlyle holders and Mr. Stone.
 
Piggy-back Registration Rights.   In addition, if at any time after this offering we register any shares of common stock, the holders of all shares having registration rights are entitled to notice of the registration and to include all or a portion of their common stock in the registration. We must use our reasonable best efforts to effect the registration as requested, unless we determine for any reason not to proceed with the proposed registration of the securities to be sold by us.
 
We will pay all registration expenses, other than underwriting discounts and selling commissions, related to any demand or piggyback registration, including the fees and expenses of one counsel selected by the selling stockholders. The registration rights agreement contains customary cross-indemnification provisions, pursuant to which we are obligated to indemnify the selling stockholders in the event of material misstatements or omissions in the registration statement attributable to us, and they are obligated to indemnify us for material misstatements or omissions in the registration statement attributable to them.
 
Corporate Opportunities
 
Our certificate of incorporation provides that Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and their respective affiliates have no obligation to offer us an opportunity to participate in business opportunities presented to such investment funds affiliated with Carlyle or their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries even if the opportunity is one that we might reasonably have pursued, and that neither such investment funds affiliated with Carlyle nor their respective officers, directors, agents, stockholders, members, partners, affiliates or subsidiaries will be liable to us or our stockholders for breach of any duty by reason of any such activities unless, in the case of any person who is a director or officer of our company, such business opportunity is offered to such director or officer in writing solely in his or her capacity as an officer or director of our company. Stockholders will be deemed to have notice of and consented to this provision of our certificate of incorporation.
 
Anti-Takeover Provisions
 
Staggered Board.   Our certificate of incorporation and bylaws divide our board of directors into three classes with staggered three-year terms. In addition, our certificate of incorporation and bylaws provide that directors may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors. Under our certificate of incorporation and bylaws, any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office. The classification of our board of directors and the limitations on the ability of our stockholders to


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remove directors and fill vacancies could make it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, control of our company.
 
Special Meeting of Stockholders; Advance Notice Requirements for Stockholder Proposals and Director Nominations .  Our certificate of incorporation and bylaws that will become effective upon the closing of this offering provide that any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may only be taken if it is properly brought before such meeting. Our certificate of incorporation and bylaws also provide that, except as otherwise required by law, special meetings of the stockholders can only be called by our chairman of the board, our chief executive officer or our board of directors. In addition, our bylaws establish an advance notice procedure for stockholder proposals to be brought before an annual meeting of stockholders, including proposed nominations of candidates for election to the board of directors. Stockholders at an annual meeting may only consider proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of the board of directors, or by a stockholder of record on the record date for the meeting who is entitled to vote at the meeting and who has delivered timely written notice in proper form to our secretary of the stockholder’s intention to bring such business before the meeting. These provisions could have the effect of delaying until the next stockholder meeting stockholder actions that are favored by the holders of a majority of our outstanding voting securities.
 
Action by Written Consent.   Our certificate of incorporation and bylaws provide that action may be taken by written consent of stockholders only for so long as William C. Stone and investment funds affiliated with Carlyle collectively hold a majority of our outstanding common stock. After such time, any action taken by the stockholders must be effected at a duly called annual or special meeting. These provisions make it more procedurally difficult for a stockholder to place a proposal or nomination on the meeting agenda or to take action without a meeting, and therefore may reduce the likelihood that a stockholder will seek to take independent action to replace directors or seek a stockholder vote with respect to other matters that are not supported by management.
 
Super-Majority Voting.   The Delaware General Corporation Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws, as the case may be, requires a greater percentage. Our bylaws may be amended or repealed by a majority vote of our board of directors or the affirmative vote of the holders of at least two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors. In addition, the affirmative vote of the holders of at least two-thirds of the votes which all our stockholders would be entitled to cast in an election of directors is required to amend or repeal or to adopt any provisions inconsistent with any of the provisions of our certificate of incorporation described in the prior two paragraphs.
 
Authorized But Unissued Shares.   The authorized but unissued shares of common stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the NASDAQ Stock Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
 
Delaware Takeover Statute.   We have opted out of Section 203 of the Delaware General Corporation Law, which would have otherwise imposed additional requirements regarding mergers and other business combinations.
 
Transfer Agent and Registrar
 
Upon completion of this offering, the transfer agent and registrar for our common stock will be American Stock Transfer & Trust Company.
 
NASDAQ Global Market Listing
 
We have applied to the NASDAQ Global Market for the listing of our common stock under the trading symbol “SSNC.”


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SHARES ELIGIBLE FOR FUTURE SALE
 
Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock. Although we have applied to have our common stock approved for listing on the NASDAQ Global Market, we cannot assure you that there will be an active public market for our common stock.
 
Upon the closing of this offering, we will have outstanding an aggregate of           shares of common stock, assuming the issuance of           shares of common stock offered by us in this offering and no exercise of options after December 31, 2007 (other than options held by selling stockholders in this offering). Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.
 
The remaining           shares of common stock will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.
 
Subject to the lock-up agreements described below and the provisions of Rules 144 and 701 under the Securities Act, these restricted securities will be available for sale in the public market as follows:
 
             
    Shares Eligible
   
Date Available for Sale
 
for Sale
 
Comment
 
Date of Prospectus
          Shares sold in the offering and shares saleable under Rule 144 that are not subject to a lock-up
90 Days after Date of Prospectus           Shares saleable under Rules 144 and 701 that are not subject to a lock-up
180 Days after Date of Prospectus           Lock-up released; shares saleable under Rules 144 and 701
 
In addition, of the           shares of our common stock that were subject to stock options outstanding as of December 31, 2007 (excluding options that will be exercised and sold in connection with this offering), options to purchase           shares of common stock were exercisable as of December 31, 2007 and, upon exercise, these shares will be eligible for sale subject to the lock-up agreements described below and Rules 144 and 701 under the Securities Act.
 
Lock-up Agreements
 
All of our directors and officers and certain other stockholders and holders of options to purchase shares of our common stock, who collectively owned           shares of our common stock (including vested options) as of the date of this prospectus, have agreed that, without the prior written consent of the representatives of the underwriters, they will not, subject to limited exceptions, during the period ending 180 days after the date of this prospectus, subject to extension in specified circumstances:
 
  •  offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or
 
  •  enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,
 
whether any transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise.


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These agreements are subject to certain exceptions, and also subject to extensions for up to an additional 34 days, as described in the section of this prospectus entitled “Underwriting.”
 
Upon the expiration of the applicable lock-up periods, all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above.
 
Rule 144
 
Affiliate Resales of Restricted Securities
 
In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in “broker’s transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three-month period that does not exceed the greater of:
 
  •  1% of the number of shares of our common stock then outstanding, which will equal approximately           shares immediately after this offering; or
 
  •  the average weekly trading volume in our common stock on the NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.
 
Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the Securities and Exchange Commission and NASDAQ concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.
 
Non-Affiliate Resales of Restricted Securities
 
In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.
 
Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.
 
Rule 701
 
In general, under Rule 701, any of an issuer’s employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.
 
The Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Securities Exchange Act of 1934, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.
 
Stock Options
 
We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and common stock issued or issuable under our stock plans. We expect to file the registration statement covering shares offered pursuant to our stock plans


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shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144.
 
Registration Rights
 
Upon the closing of this offering, the holders of           shares of common stock or their transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See “Description of Capital Stock — Registration Rights” for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.
 
CERTAIN MATERIAL U.S. FEDERAL TAX CONSIDERATIONS
 
The following is a general discussion of the material U.S. federal income and estate tax considerations applicable to non-U.S. holders with respect to their ownership and disposition of shares of our common stock. This discussion is for general information only and is not tax advice. Accordingly, all prospective non-U.S. holders of our common stock should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S. tax consequences of the purchase, ownership and disposition of our common stock. In general, a non-U.S. holder means a beneficial owner of our common stock who is not for U.S. federal income tax purposes:
 
  •  an individual who is a citizen or resident of the United States;
 
  •  a corporation or any other organization taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States or of any state thereof or the District of Columbia;
 
  •  an estate, the income of which is included in gross income for U.S. federal income tax purposes regardless of its source; or
 
  •  a trust if (1) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons have the authority to control all of the trust’s substantial decisions or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.
 
This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, which we refer to as the Code, existing and proposed U.S. Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, in effect as of the date of this prospectus, all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any change could alter the tax consequences to non-U.S. holders described in this prospectus. We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset, generally property held for investment.
 
This discussion does not address all aspects of U.S. federal income and estate taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:
 
  •  insurance companies;
 
  •  tax-exempt organizations;
 
  •  financial institutions;
 
  •  brokers or dealers in securities;
 
  •  regulated investment companies;
 
  •  pension plans;


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  •  controlled foreign corporations;
 
  •  passive foreign investment companies;
 
  •  owners that hold our common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and
 
  •  certain U.S. expatriates.
 
In addition, this discussion does not address the tax treatment of partnerships or persons who hold their common stock through partnerships or other pass-through entities for U.S. federal income tax purposes. A partner in a partnership or other pass-through entity that will hold our common stock should consult his, her or its own tax advisor regarding the tax consequences of the acquisition, holding and disposing of our common stock through a partnership or other pass-through entity, as applicable.
 
There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, an opinion of counsel with respect to the U.S. federal income or estate tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.
 
Distributions on Our Common Stock
 
Distributions on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder’s investment, up to such holder’s tax basis in the common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in “Gain on Sale, Exchange or Other Disposition of Our Common Stock.”
 
Dividends paid to a non-U.S. holder generally will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence. If we determine, at a time reasonably close to the date of payment of a distribution on our common stock, that the distribution will not constitute a dividend because we do not anticipate having current or accumulated earnings and profits, we intend not to withhold any U.S. federal income tax on the distribution as permitted by U.S. Treasury Regulations. If we or another withholding agent withholds tax on such a distribution, a non-U.S. holder may be entitled to a refund of the tax withheld which the non-U.S. holder may claim by timely filing a U.S. tax return with the IRS.
 
Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the United States and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed base maintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holder satisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specified deductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence.
 
A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United States and such holder’s country of residence generally will be required to provide a properly executed IRS Form W-8BEN (or successor form) and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding their entitlement to benefits under a relevant income tax treaty.
 
A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund or credit of any excess amounts withheld by timely filing a U.S. tax return with the IRS.


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Gain on Sale, Exchange or Other Disposition of Our Common Stock
 
In general, a non-U.S. holder will not be subject to any U.S. federal income tax or withholding tax on any gain realized upon such holder’s sale, exchange or other disposition of shares of our common stock unless:
 
  •  the gain is effectively connected with a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by such non-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on Our Common Stock” also may apply;
 
  •  the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the net gain derived from the disposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any; or
 
  •  we are or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation” unless our common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our common stock. If we are determined to be a U.S. real property holding corporation and the foregoing exception does not apply, then a purchaser may withhold 10% of the proceeds payable to a non-U.S. holder from a sale of our common stock and the non-U.S. holder generally will be taxed on its net gain derived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in the Code). Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our common stock will be regularly traded on an established securities market for purposes of the rules described above.
 
U.S. Federal Estate Tax
 
Shares of our common stock that are owned or treated as owned at the time of death by an individual who is not a citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, are considered U.S. situs assets and will be included in the individual’s gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.
 
Backup Withholding and Information Reporting
 
We must report annually to the IRS and to each non-U.S. holder the gross amount of the distributions on our common stock paid to such holder and the tax withheld, if any, with respect to such distributions. Non-U.S. holders may have to comply with specific certification procedures to establish that the holder is not a U.S. person (as defined in the Code) in order to avoid backup withholding at the applicable rate, currently 28%, with respect to dividends on our common stock. Dividends paid to non-U.S. holders subject to the U.S. withholding tax, as described above in “Distributions on Our Common Stock,” generally will be exempt from U.S. backup withholding.
 
Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by a non-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S. holder and satisfies certain other requirements, or otherwise


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establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside the United States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositions effected through a U.S. office of a broker. Non-U.S. holders should consult their own tax advisors regarding the application of the information reporting and backup withholding rules to them.
 
Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides or is incorporated under the provisions of a specific treaty or agreement.
 
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that an appropriate claim is timely filed with the IRS.


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UNDERWRITING
 
Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Jefferies & Company, Inc. and Wachovia Capital Markets, LLC are acting as representatives, have severally agreed to purchase, and we and the selling stockholders have agreed to sell to them, severally, the number of shares indicated below:
 
         
    Number of
 
Name
  Shares  
 
Morgan Stanley & Co. Incorporated
                
Credit Suisse Securities (USA) LLC
       
J.P. Morgan Securities Inc. 
       
Jefferies & Company, Inc. 
       
Wachovia Capital Markets, LLC
       
         
Total
       
         
 
The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and the selling stockholders and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of specified legal matters by their counsel and to other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.
 
The underwriters initially propose to offer part of the shares of common stock directly to the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $      a share under the public offering price. No underwriter may allow, and no dealer may reallow, any concession to other underwriters or to certain dealers. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representatives.
 
We have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to           additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.
 
The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional shares of common stock.
 
                         
          Total  
    Per Share     No Exercise     Full Exercise  
 
Public offering price
  $                $                $             
Underwriting discounts and commissions to be paid by:
                       
Us
  $       $       $    
The selling stockholders
  $       $       $    
Proceeds, before expenses, to us
  $       $       $    
Proceeds, before expenses, to selling stockholders
  $       $       $  


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The estimated offering expenses payable by us, exclusive of the underwriting discounts and commissions, are approximately $     .
 
The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.
 
We have applied for listing of our common stock on the NASDAQ Global Market under the symbol “SSNC.”
 
We and all of our directors and officers and certain other stockholders and holders of options to purchase shares of our common stock, who collectively owned           shares of our common stock (including vested options) as of the date of this prospectus, have agreed that, without the prior written consent of the representatives of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus:
 
  •  offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for common stock; or
 
  •  enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our common stock,
 
whether any transaction described above is to be settled by delivery of our common stock or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of the representatives of the underwriters, it will not, during the period ending 180 days after the date of this prospectus, make any demand for, or exercise any right with respect to, the registration of any shares of common stock or any security convertible into or exercisable or exchangeable for common stock, other than with respect to this offering.
 
The restrictions described in the immediately preceding paragraph to do not apply to:
 
  •  the sale of shares to the underwriters;
 
  •  transactions by any person other than us relating to shares of common stock or other securities acquired in open market transactions after the completion of the offering of the shares;
 
  •  transfers of shares of common stock or any security convertible into our common stock as a bona fide gift;
 
  •  transfers to family members or to trusts for the benefit of the stockholder or family members of the stockholder, in each case, for estate planning purposes;
 
  •  distributions of shares of common stock or any security convertible into or exercisable for common stock to partners, members or equityholders of the stockholder; 
 
  •  a stockholder’s entry into a written trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, provided that no sales are made pursuant to such trading plan during the restricted period; or
 
  •  the exercise of an option to purchase shares of common stock granted under a stock incentive plan or stock purchase plan described in this prospectus or the acceptance of restricted stock awards from us and the disposition of shares of restricted stock to us pursuant to the terms of such plan.
 
The 180-day restricted period described in the preceding paragraph will be extended if:
 
  •  during the last 17 days of the 180-day restricted period we issue an earnings release or a material news event relating to us occurs; or
 
  •  prior to the expiration of the 180-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period,


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in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
 
In order to facilitate the offering of the common stock, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the common stock. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, shares of common stock in the open market to stabilize the price of the common stock. These activities may raise or maintain the market price of the common stock above independent market levels or prevent or retard a decline in the market price of the common stock. The underwriters are not required to engage in these activities and may end any of these activities at any time.
 
We, the selling stockholders and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
 
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering. The representative may agree to allocate a number of shares of common stock to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representative to underwriters that may make Internet distributions on the same basis as other allocations.
 
European Economic Area
 
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, an offer of shares to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that an offer of shares to the public in that Relevant Member State may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
 
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
 
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million and (3) an annual net turnover of more than €50 million, as shown in its last annual or consolidated accounts;
 
(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or
 
(d) in any other circumstances which do not require our publication of a prospectus pursuant to Article 3 of the Prospectus Directive.


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For the purposes of the above, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
 
United Kingdom
 
Each underwriter has represented and agreed that it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of the shares in circumstances in which Section 21(1) of such Act does not apply to us and it has complied and will comply with all applicable provisions of such Act with respect to anything done by it in relation to any shares in, from or otherwise involving the United Kingdom.
 
Pricing of the Offering
 
Prior to this offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price will be our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.
 
Affiliates of Certain of the Underwriters
 
Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us and our subsidiaries, for which they received or will receive customary fees and expenses. JPMorgan Chase Bank, N.A., an affiliate of J.P. Morgan Securities Inc., is a lender and the administrative agent under our senior credit facilities, and Wachovia Bank, National Association, an affiliate of Wachovia Capital Markets, LLC, is a lender and the syndication agent under such senior credit facilities. JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association received customary compensation for their services in connection with the senior credit facilities.
 
Notice to Canadian Residents
 
Resale Restrictions
 
The distribution of the shares in Canada is being made only on a private placement basis exempt from the requirement that we and the selling stockholders prepare and file a prospectus with the securities regulatory authorities in each province where trades of shares are made. Any resale of the shares in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the shares.
 
Representations of Purchasers
 
By purchasing shares in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling stockholders and the dealer from whom the purchase confirmation is received that:
 
  •  the purchaser is entitled under applicable provincial securities laws to purchase the shares without the benefit of a prospectus qualified under those securities laws,
 
  •  where required by law, that the purchaser is purchasing as principal and not as agent,


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  •  the purchaser has reviewed the text above under Resale Restrictions, and
 
  •  the purchaser acknowledges and consents to the provision of specified information concerning its purchase of the shares to the regulatory authority that by law is entitled to collect the information.
 
Further details concerning the legal authority for this information is available on request.
 
Rights of Action — Ontario Purchasers Only
 
Under Ontario securities legislation, certain purchasers who purchase a security offered by this prospectus circular during the period of distribution will have a statutory right of action for damages, or while still the owner of the shares, for rescission against us and the selling stockholders in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for the shares. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for the shares. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us or the selling stockholders. In no case will the amount recoverable in any action exceed the price at which the shares were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we and the selling stockholders will have no liability. In the case of an action for damages, we and the selling stockholders will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of the shares as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
 
Enforcement of Legal Rights
 
All of our directors and officers as well as the experts named herein and the selling stockholders may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
 
Taxation and Eligibility for Investment
 
Canadian purchasers of shares should consult their own legal and tax advisors with respect to the tax consequences of an investment in the shares in their particular circumstances and about the eligibility of the shares for investment by the purchaser under relevant Canadian legislation.


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INDUSTRY AND MARKET DATA
 
We obtained the industry, market and competitive position data in this prospectus from our own internal estimates and research as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, neither such research nor these definitions have been verified by any independent source.
 
LEGAL MATTERS
 
Wilmer Cutler Pickering Hale and Dorr LLP, Boston, Massachusetts, has passed upon the validity of the shares of common stock offered hereby. Ropes & Gray LLP, Boston, Massachusetts, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.
 
EXPERTS
 
The consolidated financial statements as of December 31, 2006 and 2007 and for the period from January 1, 2005 through November 22, 2005, for the period from November 23, 2005 through December 31, 2005 and for the years ended December 31, 2006 and 2007 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on authority of said firm as experts in auditing and accounting.
 
WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We have filed with the Securities and Exchange Commission a registration statement on Form S-1 (File No. 333-143719) under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon completion of this offering, we will be required to file periodic reports, proxy statements and other information with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. You may read and copy this information at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.


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SS&C TECHNOLOGIES HOLDINGS, INC.
 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
     
  F-2
  F-3
  F-4
  F-5
  F-6
  F-7
  F-37


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Reports of Independent Registered Public Accounting Firm
 
To the Board of Directors and Stockholders of SS&C Technologies Holdings, Inc.
 
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of SS&C Technologies Holdings, Inc. and its subsidiaries (Successor) at December 31, 2007 and 2006 and the results of their operations and their cash flows for the years ended December 31, 2007 and 2006 and for the period from November 23, 2005 through December 31, 2005 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation effective November 23, 2005.
 
/s/  PricewaterhouseCoopers LLP
 
Hartford, Connecticut
March 28, 2008, except for Note 14 as to which the date is April 23, 2008
 
To the Board of Directors and Stockholder of SS&C Technologies, Inc.
 
In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the results of operations and cash flows of SS&C Technologies, Inc. and its subsidiaries (Predecessor) for the period from January 1, 2005 through November 22, 2005 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
/s/  PricewaterhouseCoopers LLP
 
Hartford, Connecticut
March 31, 2006, except for the last three paragraphs of Note 2 as to which the date is June 8, 2007


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SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
 
                 
    Successor  
    December 31,
    December 31,
 
    2007     2006  
    (In thousands,
 
    except per share data)  
ASSETS
Current assets:
               
Cash and cash equivalents
  $ 19,175     $ 11,718  
Accounts receivable, net of allowance for doubtful accounts of $1,248 and $1,670, respectively (Note 3)
    39,546       31,695  
Prepaid expenses and other current assets
    9,585       7,823  
Deferred income taxes
    1,169        
                 
Total current assets
    69,475       51,236  
                 
Property and equipment:
               
Leasehold improvements
    4,522       2,850  
Equipment, furniture, and fixtures
    17,532       12,168  
                 
      22,054       15,018  
Less accumulated depreciation
    (9,014 )     (4,999 )
                 
Net property and equipment
    13,040       10,019  
                 
Goodwill
    860,690       820,470  
Intangible and other assets, net of accumulated amortization of $55,572 and $24,260, respectively
    247,290       270,796  
                 
Total assets
  $ 1,190,495     $ 1,152,521  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
               
Current portion of long-term debt (Note 6)
  $ 2,429     $ 5,694  
Accounts payable
    2,558       2,305  
Income taxes payable
    3,181       191  
Accrued employee compensation and benefits
    11,668       8,961  
Other accrued expenses
    10,053       7,157  
Interest payable
    2,090       2,177  
Deferred income taxes (Note 5)
          384  
Deferred maintenance and other revenue
    29,480       25,679  
                 
Total current liabilities
    61,459       52,548  
Long-term debt, net of current portion (Note 6)
    440,580       466,235  
Other long-term liabilities
    10,216       1,088  
Deferred income taxes (Note 5)
    65,647       69,518  
                 
Total liabilities
    577,902       589,389  
                 
Commitments and contingencies
               
Stockholders’ equity (Notes 4 and 9):
               
Common stock, $0.01 par value, 100,000 shares authorized; 53,165 shares and 53,163 shares issued, respectively, and 53,157 shares and 53,156 shares outstanding, respectively
    532       532  
Additional paid-in capital
    570,043       559,063  
Accumulated other comprehensive income
    33,615       1,699  
Retained earnings
    8,481       1,906  
                 
      612,671       563,200  
Less: cost of common stock in treasury, 8 shares and 7 shares, respectively
    (78 )     (68 )
                 
Total stockholders’ equity
    612,593       563,132  
                 
Total liabilities and stockholders’ equity
  $ 1,190,495     $ 1,152,521  
                 
 
The accompanying notes are an integral part of these consolidated financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC.
 
CONSOLIDATED STATEMENTS OF OPERATIONS
 
                                 
    (In thousands, except per share data)
 
    Successor     Predecessor  
                Period from
    Period from
 
                November 23,
    January 1, 2005
 
    Year Ended
    Year Ended
    2005 through
    through
 
    December 31,
    December 31,
    December 31,
    November 22,
 
    2007     2006     2005     2005  
Revenues:
                               
Software licenses
  $ 27,514     $ 22,925     $ 3,587     $ 20,147  
Maintenance
    61,910       55,222       3,701       44,064  
Professional services
    17,491       19,582       2,520       12,565  
Software-enabled services
    141,253       107,740       7,857       67,193  
                                 
Total revenues
    248,168       205,469       17,665       143,969  
                                 
Cost of revenues:
                               
Software licenses
    9,616       9,216       856       2,963  
Maintenance
    26,038       20,415       1,499       10,393  
Professional services
    14,277       12,575       861       7,849  
Software-enabled services
    78,951       57,810       4,411       37,799  
                                 
Total cost of revenues
    128,882       100,016       7,627       59,004  
                                 
Gross profit
    119,286       105,453       10,038       84,965  
                                 
Operating expenses:
                               
Selling and marketing
    19,701       17,598       1,364       13,134  
Research and development
    26,282       23,620       2,071       19,199  
General and administrative
    24,573       20,366       1,140       11,944  
Merger costs related to the Transaction
                      36,912  
                                 
Total operating expenses
    70,556       61,584       4,575       81,189  
                                 
Operating income
    48,730       43,869       5,463       3,776  
                                 
Interest income
    939       388       30       1,031  
Interest expense
    (45,463 )     (47,427 )     (4,920 )     (2,092 )
Other income, net
    1,911       456       258       655  
                                 
Income (loss) before income taxes
    6,117       (2,714 )     831       3,370  
(Benefit) provision for income taxes (Note 5)
    (458 )     (3,789 )           2,658  
                                 
Net income
  $ 6,575     $ 1,075     $ 831     $ 712  
                                 
Basic earnings per share
  $ 0.12     $ 0.02     $ 0.02     $ 0.03  
                                 
Basic weighted average number of common shares outstanding
    53,157       53,093       53,063       23,300  
                                 
Diluted earnings per share
  $ 0.12     $ 0.02     $ 0.02     $ 0.03  
                                 
Diluted weighted average number of common and common equivalent shares outstanding
    55,953       54,867       54,853       24,478  
                                 
 
The accompanying notes are an integral part of these consolidated financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                                 
    Successor     Predecessor  
                Period from
       
                November 23,
    Period from
 
                2005
    January 1,
 
    Year Ended
    Year Ended
    through
    2005
 
    December 31,
    December 31,
    December 31,
    through
 
(in thousands)   2007     2006     2005     November 22, 2005  
Cash flow from operating activities:
                               
Net income
  $ 6,575     $ 1,075     $ 831     $ 712  
                                 
Adjustments to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
    35,047       27,128       2,301       9,575  
Stock compensation expense
    10,979       3,871              
Foreign exchange gains on debt
    (768 )     (15 )            
Income tax benefit related to exercise of stock options
                      3,177  
Amortization of loan origination costs
    2,317       2,754       159       82  
Equity losses (earnings) in long-term investment
    187       (456 )            
Net realized gains on marketable securities
                      (641 )
Loss (gain) on sale or disposition of property and equipment
    105       4       (15 )     15  
Deferred income taxes
    (6,115 )     (10,112 )     (1,107 )     (337 )
Provision for doubtful accounts
    336       424       41       945  
Changes in operating assets and liabilities, excluding effects from acquisitions:
                               
Accounts receivable
    (6,635 )     2,509       (395 )     (5,442 )
Prepaid expenses and other assets
    (1,723 )     (2,044 )     (798 )     (1,287 )
Income taxes receivable
          7,844       654       (8,286 )
Accounts payable
    101       (114 )     (801 )     240  
Accrued expenses
    10,745       (3,088 )     4,178       34,891  
Income taxes payable
    2,790       (247 )     (3 )     (619 )
Deferred maintenance and other revenue
    3,116       1,176       (130 )     (909 )
                                 
Net cash provided by operating activities
    57,057       30,709       4,915       32,116  
                                 
Cash flow from investing activities:
                               
Additions to property and equipment
    (7,717 )     (4,223 )     (276 )     (2,488 )
Proceeds from sale of property and equipment
    8       1       15       3  
Cash paid for business acquisitions, net of cash acquired (Note 10)
    (5,130 )     (13,979 )           (207,919 )
Additions to capitalized software
          (425 )            
Acquisition of SS&C Technologies, Inc. 
                (877,000 )      
Purchase of long-term investment
                      (2,000 )
Purchases of marketable securities
                      (88,250 )
Sales of marketable securities
                      190,159  
                                 
Net cash used in investing activities
    (12,839 )     (18,626 )     (877,261 )     (110,495 )
                                 
Cash flow from financing activities:
                               
Cash received from other borrowings
    5,200       17,400             83,000  
Repayment of debt and acquired debt
    (42,688 )     (34,518 )     (2,345 )     (8,016 )
Issuance of common stock
          663             930  
Exercise of options
    1       96             2,549  
Income tax benefit related to exercise of stock options
    89                    
Purchase of common stock for treasury
    (10 )     (68 )           (5,584 )
Cash received from borrowings for the Transaction
                490,000        
Initial capital contributions
                381,000        
Common stock dividends
                      (3,718 )
                                 
Net cash (used in) provided by financing activities
    (37,408 )     (16,427 )     868,655       69,161  
                                 
Effect of exchange rate changes on cash
    647       478       26       (446 )
                                 
Net increase (decrease) in cash and cash equivalents
    7,457       (3,866 )     (3,665 )     (9,664 )
Cash and cash equivalents, beginning of period
    11,718       15,584       19,249       28,913  
                                 
Cash and cash equivalents, end of period
  $ 19,175     $ 11,718     $ 15,584     $ 19,249  
                                 
Supplemental disclosure of cash paid (refunded) for:
                               
Interest
  $ 43,451     $ 45,549     $ 3,491     $ 1,384  
Income taxes, net
  $ (1,627 )   $ (635 )   $ 407     $ 7,441  
Supplemental disclosure of non-cash investing activities
See Note 10 for a discussion of acquisitions
                               
 
The accompanying notes are an integral part of these consolidated financial statements.


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Table of Contents

 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Periods January 1, 2005 through November 22, 2005 (Predecessor) and November 23, 2005
through December 31, 2005 and the Years Ended December 31, 2006 and 2007 (Successor)
 
                                                                 
    Common Stock                 Accumulated
                   
    Number
          Additional
          Other
          Total
    Total
 
    of Issued
          Paid-in
    Retained
    Comprehensive
    Treasury
    Stockholders’
    Comprehensive
 
    Shares     Amount     Capital     Earnings     Income     Stock     Equity     Income  
                (In thousands, except per share amounts)                    
 
Predecessor
                                                               
Balance, at December 31, 2004
    31,276     $ 313     $ 185,032     $ 23,029     $ 1,140     $ (53,420 )   $ 156,094          
Net income
                      712                   712     $ 712  
Foreign exchange translation
adjustment
                            7,215             7,215       7,215  
Change in unrealized gain on
investments, net of tax
                            (654 )           (654 )     (654 )
                                                                 
Total comprehensive income
                                                          $ 7,273  
                                                                 
Exercise of options
    390       4       2,545                         2,549          
Issuance of common stock
    406       4       10,220                         10,224          
Issuance of warrants
                691                         691          
Purchase of common stock
                                  (5,584 )     (5,584 )        
Cash dividends declared —
$0.08 per share
                      (1,868 )                 (1,868 )        
Income tax benefit related to
exercise of stock options
                3,177                         3,177          
                                                                 
Balance, at November 22, 2005
    32,072     $ 321     $ 201,665     $ 21,873     $ 7,701     $ (59,004 )   $ 172,556          
                                                                 
 
 
Successor
                                                               
Initial capital contributions
    53,063     $ 531     $ 554,434     $     $     $     $ 554,965          
Net income
                      831                   831     $ 831  
Foreign exchange translation
adjustment
                            1,232             1,232       1,232  
Change in unrealized gain on
interest rate swaps, net of tax
                            105             105       105  
                                                                 
Total comprehensive income
                                                          $ 2,168  
                                                                 
Balance, at December 31, 2005
    53,063     $ 531     $ 554,434     $ 831     $ 1,337     $     $ 557,133          
Net income
                      1,075                   1,075     $ 1,075  
Foreign exchange translation
adjustment
                            (273 )           (273 )     (273 )
Change in unrealized gain on
interest rate swaps, net of tax
                            635             635       635  
                                                                 
Total comprehensive income
                                                          $ 1,437  
                                                                 
Stock-based compensation expense
                3,871                         3,871          
Issuance of common stock
    67       1       662                         663          
Exercise of options
    33             96                         96          
Purchase of common stock
                                  (68 )     (68 )        
                                                                 
Balance, at December 31, 2006
    53,163     $ 532     $ 559,063     $ 1,906     $ 1,699     $ (68 )   $ 563,132          
Net income
                      6,575                   6,575     $ 6,575  
Foreign exchange translation
adjustment
                            34,490             34,490       34,490  
Change in unrealized gain on
interest rate swaps, net of tax
                            (2,574 )           (2,574 )     (2,574 )
                                                                 
Total comprehensive income
                                                          $ 38,491  
                                                                 
Stock-based compensation
expense
                10,979                         10,979          
Exercise of options
    2             1                         1          
Purchase of common stock
                                  (10 )     (10 )        
                                                                 
Balance, at December 31, 2007
    53,165     $ 532     $ 570,043     $ 8,481     $ 33,615     $ (78 )   $ 612,593          
                                                                 
 
 
The accompanying notes are an integral part of these consolidated financial statements.


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Table of Contents

SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements
 
1.   Organization
 
SS&C Technologies Holdings, Inc. is referred to herein as “Holdings”. SS&C Technologies, Inc. is referred to herein as “SS&C”. The term “Company” refers to (i) prior to November 23, 2005, SS&C and its consolidated subsidiaries and (ii) on and after November 23, 2005, Holdings and its consolidated subsidiaries (including SS&C). Holdings was incorporated in July 2005 by investment funds associated with The Carlyle Group to serve as the top-level holding company for SS&C, its primary operating company. Financial information for the Predecessor period is for SS&C Technologies, Inc.
 
Holdings was incorporated in Delaware on July 26, 2005 and its principal activity is to hold its investment in SS&C. SS&C was acquired on November 23, 2005 through a merger transaction. The acquisition was accomplished through the merger of Sunshine Merger Corporation, a wholly owned subsidiary of Holdings (previously known as Sunshine Acquisition Corporation), into SS&C, with SS&C being the surviving company and a wholly owned subsidiary of Holdings (the “Transaction”). Although the Transaction occurred on November 23, 2005, the Company adopted an effective date of November 30, 2005 for accounting purposes. The activity for the period November 23, 2005 through November 30, 2005 was not material. The accompanying consolidated statements of operations, cash flows and stockholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively.
 
The Transaction was a non-taxable purchase and, as a result, the net assets of the Company were not stepped-up to fair value for U.S. tax purposes.
 
The Transaction was financed by a combination of borrowings under the Company’s senior credit facility, the issuance of senior subordinated notes due 2013 and the equity investment of The Carlyle Group and management. See Note 6 for a description of the Company’s indebtedness. Additionally, the Predecessor Company incurred costs of $36.9 million in the period January 1, 2005 through November 22, 2005 related to the Transaction. These costs consisted primarily of stock-based compensation expense (see Note 2) as well as legal and other advisory fees. Costs related to the financing facilities were capitalized (see Note 6).
 
The purchase price, including transaction costs that have been recorded as debt issuance costs or included in the overall purchase price, was approximately $1.05 billion. The sources and uses of funds in connection with the Transaction are summarized below (in thousands):
 
                     
Sources
       
Uses
     
 
Senior credit facilities
Revolving credit facility
  $ 10,000    
Consideration paid to stockholders and optionholders
  $ 768,416  
Term loan facility
    275,000    
Repayment of existing debt and legal fees
    75,153  
Senior subordinated notes due 2013
    205,000    
Converted share and option consideration
    173,965  
Cash on hand
    6,000    
Transaction costs
    33,431  
                     
Equity contribution — cash
    381,000    
Total uses
  $ 1,050,965  
                     
Equity contribution — non-cash
    173,965              
                     
Total sources
  $ 1,050,965              
                     
 
The non-cash equity contribution was a combination of shares and fully vested stock options of the Predecessor. The shares were converted into shares of Holdings. The fully vested stock options were converted into fully vested stock options of Holdings.


F-7


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The total purchase price was allocated to the Company’s tangible and identifiable intangible assets and liabilities based on their estimated fair values on November 23, 2005, the closing date of the Transaction, as set forth below. The remainder of the purchase price was recorded as goodwill.
 
The final allocation of the purchase price is as follows (in thousands):
 
         
Assets acquired, net of cash received
  $ 235,088  
Completed technology
    55,700  
Acquired client contracts and relationships
    197,100  
Trade names
    17,200  
Other intangible assets
    2,070  
Goodwill
    806,587  
Deferred income taxes
    (79,817 )
Debt assumed
    (75,000 )
Other liabilities assumed
    (107,963 )
         
Total purchase price
    1,050,965  
Non-cash equity contribution
    (173,965 )
         
Cash used in acquisition of SS&C
  $ 877,000  
         
 
The fair value of intangible assets, including completed technology, trade names and customer relationships, was based on an independent appraisal and was determined using various methods of the income approach. Intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. Completed technology is amortized over estimated lives ranging from approximately six to nine years (weighted-average of 8.5 years). Acquired client contracts and relationships are amortized over estimated lives ranging from 11 to 13 years (weighted-average of 11.5 years). Trade names are amortized over estimated lives ranging from nine to 15 years (weighted-average of 13.9 years). Other intangible assets are amortized over estimated lives ranging from three to ten years (weighted-average of 7.7 years).
 
In connection with the purchase price allocation, the Company estimated the fair value of the maintenance and support obligation assumed by the Successor company in connection with the Transaction. The estimated fair value of the maintenance and support obligation was determined using a cost build-up approach. The cost build-up approach determines fair value by estimating the costs relating to fulfilling the obligation plus a normal profit margin.
 
The Company provides software products and software-enabled services to the financial services industry, primarily in North America. The Company also has operations in the U.K., the Netherlands, Malaysia, Ireland, Australia, the Netherlands Antilles and Japan. The Company’s portfolio of over 50 products and software-enabled services allows its clients to automate and integrate front-office functions such as trading and modeling, middle-office functions such as portfolio management and reporting, and back-office functions such as accounting, performance measurement, reconciliation, reporting, processing and clearing. The Company provides its products and related services in eight vertical markets in the financial services industry:
 
1. Insurance and pension funds;
 
2. Institutional asset managers;
 
3. Alternative investment managers;
 
4. Financial institutions, such as retail banks and credit unions;
 
5. Commercial lenders;


F-8


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
 
6. Real estate leasing/property managers;
 
7. Municipal finance groups; and
 
8. Corporate treasury groups.
 
2.   Summary of Significant Accounting Policies
 
Use of Estimates
 
The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, collectibility of accounts receivable, costs to complete certain contracts, valuation of acquired assets and liabilities, valuation of stock options, income tax accruals and the value of deferred tax assets. Estimates are also used to determine the remaining economic lives and carrying value of fixed assets, goodwill and intangible assets. Actual results could differ from those estimates.
 
Principles of Consolidation
 
The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation. In the first quarter of 2005, the Company made a $2.0 million investment in a company. This unconsolidated investment is in a company over which we do not have control, but have the ability to exercise influence over operating and financial policies, and as a result is accounted for under the equity method of accounting. The carrying value of this investment is $2.1 million at December 31, 2007 and is included in intangible and other assets in the Consolidated Balance Sheets. The earnings from the investment are recorded on a pre-tax basis.
 
Revenue Recognition
 
The Company’s payment terms for software licenses typically require that the total fee be paid upon signing of the contract. Maintenance services are typically due in full at the beginning of the maintenance period. Professional services and software-enabled services are typically due and payable monthly in arrears. Normally the Company’s arrangements do not provide for any refund rights, and payments are not contingent on specific milestones or customer acceptance conditions. For arrangements that do contain such provisions, the Company defers revenue until the rights or conditions have expired or have been met.
 
Unbilled accounts receivable primarily relates to professional services and software-enabled services revenue that has been earned as of month end but is not invoiced until the subsequent month, and to software license revenue that has been earned and is realizable but not invoiced to clients until future dates specified in the client contract.
 
Deferred revenue consists of payments received related to product delivery, maintenance and other services, which have been paid by customers prior to the recognition of revenue. Deferred revenue relates primarily to cash received for maintenance contracts in advance of services performed.
 
License Revenue
 
The Company follows the principles of Statement of Position (SOP) No. 97-2, “Software Revenue Recognition” (“SOP 97-2”), which provides guidance on applying generally accepted accounting principles in recognizing revenue on software transactions. SOP 97-2 requires that revenue recognized from software transactions be allocated to each element of the transaction based on the relative fair values of the elements,


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
such as software products, specified upgrades, enhancements, post-contract client support, installation or training. The determination of fair value is based upon vendor-specific objective evidence. Under SOP 97-2, the Company recognizes software license revenues allocated to software products and enhancements generally upon delivery of each of the related products or enhancements, assuming all other revenue recognition criteria are met. In the rare occasion that a software license agreement includes the right to a specified upgrade or product, the Company defers all revenues under the arrangement until the specified upgrade or product is delivered, since typically vendor-specific objective evidence (“VSOE”) does not exist to support the fair value of the specified upgrade or product.
 
The Company generally recognizes revenue from sales of software or products including proprietary software upon product shipment and receipt of a signed contract, provided that collection is probable and all other revenue recognition criteria of SOP 97-2 are met. The Company sells perpetual software licenses in conjunction with professional services for installation and maintenance. For these arrangements, the total contract value is attributed first to the maintenance arrangement based on its fair value, which is derived from stated renewal rates. The contract value is then attributed to professional services based on estimated fair value, which is derived from the rates charged for similar services provided on a stand-alone basis. The Company’s software license agreements generally do not require significant modification or customization of the underlying software, and, accordingly, implementation services provided by the Company are not considered essential to the functionality of the software. The remainder of the total contract value is then attributed to the software license based on the residual method described in SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions”.
 
The Company also sells term licenses ranging from one to seven years, some of which include bundled maintenance services. For those arrangements with bundled maintenance services, VSOE does not exist for the maintenance element and therefore the total fee is recognized ratably over the contractual term of the arrangement. The Company classifies revenues from bundled term license arrangements as both software licenses and maintenance revenues by allocating a portion of the revenues from the arrangement to maintenance revenues and classifying the remainder in software licenses revenues. The Company uses its renewal rates for maintenance under perpetual license agreements for the purpose of determining the portion of the arrangement fee that is classified as maintenance revenues.
 
The Company occasionally enters into license agreements requiring significant customization of the Company’s software. The Company accounts for the license fees under these agreements on the percentage-of-completion basis. This method requires estimates to be made for costs to complete the agreement utilizing an estimate of development man-hours remaining. Revenue is recognized each period based on the hours incurred to date compared to the total hours expected to complete the project. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are determined on a contract-by-contract basis, and are made in the period in which such losses are first estimated or determined.
 
Maintenance Agreements
 
Maintenance agreements generally require the Company to provide technical support and software updates (on a when-and-if-available basis) to its clients. Such services are generally provided under one-year renewable contracts. Maintenance revenues are recognized ratably over the term of the maintenance agreement.
 
Professional Services
 
The Company provides consulting and training services to its clients. Revenues for such services are generally recognized over the period during which the services are performed. The Company typically charges


F-10


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
for professional services on a time and materials basis. However, some contracts are for a fixed fee. For the fixed-fee arrangements, an estimate is made of the total hours expected to be incurred to complete the project. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Revenues are recognized each period based on the hours incurred to date compared to the total hours expected to complete the project.
 
Software-enabled Services
 
The Company’s software-enabled services arrangements make its software application available to its clients for processing of transactions. The software-enabled services arrangements provide an alternative for clients who do not wish to install, run and maintain complicated financial software. Under the arrangements, the client does not have the right to take possession of the software, rather, the Company agrees to provide access to its applications, remote use of its equipment to process transactions, access to client’s data stored on its equipment, and connectivity between its environment and the client’s computing systems. Software-enabled services arrangements generally have terms of two to five years and contain monthly or quarterly fixed payments, with additional billing for increases in market value of a client’s assets, pricing and trading activity under certain contracts.
 
The Company recognizes software-enabled services revenues in accordance with Staff Accounting Bulletin (“SAB”) 104 “Revenue Recognition”, on a monthly basis as the software-enabled services are provided and when persuasive evidence of an arrangement exists, the price is fixed or determinable and collectibility is reasonably assured. The Company does not recognize any revenue before services are performed. Certain contracts contain additional fees for increases in market value, pricing and trading activity. Revenues related to these additional fees are recognized in the month in which the activity occurs based upon the Company’s summarization of account information and trading volume.
 
Research and Development
 
Research and development costs associated with computer software are charged to expense as incurred. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”, capitalization of internally developed computer software costs begins upon the establishment of technological feasibility based on a working model. Net capitalized software costs of $0.3 million and $0.4 million are included in the December 31, 2007 and 2006 balance sheets, respectively, under “Intangible and other assets”.
 
The Company’s policy is to amortize these costs upon a product’s general release to the client. Amortization of capitalized software costs is calculated by the greater of (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product, including the period being reported on, typically two to six years. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both could be reduced significantly due to competitive pressures. Amortization expense related to capitalized software development costs for the years ended December 31, 2007 and 2006, for the period November 23, 2005 through December 31, 2005 and for the period January 1, 2005 through November 22, 2005 was $0.1 million, $0, $0 and $0.1 million, respectively.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
Stock-based Compensation
 
Successor
 
The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) (revised 2004), “Share-Based Payment” (“SFAS 123R”), as of the date of the closing of the Transaction using the modified prospective method, which requires companies to record stock compensation expense for all unvested and new awards as of the adoption date. Accordingly, prior period amounts presented herein have not been restated. Under the fair value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period.
 
Predecessor
 
Prior to the closing of the Transaction, the Company applied APB 25 in accounting for its stock plans. The Company followed the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”. Had compensation cost for the Company’s stock option plans and employee stock purchase plan been determined consistent with SFAS 123, the Company’s net income would have been adjusted to the pro forma amounts indicated in the table below (in thousands):
 
         
    Predecessor  
    Period from
 
    January 1
 
    through
 
    November 23,
 
    2005  
 
Net income, as reported
  $ 712  
Add back: compensation expense recorded in period
    31,700  
Deduct: total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects
    (3,473 )
         
Net income, pro forma
  $ 28,939  
         
 
The add-back of compensation expense relates to $31.7 million of compensation expense included in “Merger costs related to the Transaction” during the period January 1, 2005 through November 22, 2005 in connection with the Company’s offer to settle outstanding stock options in cash at the time of the Transaction. As a result of this offer, the Company settled outstanding options to purchase 1.1 million shares of SS&C having a fair value of $37.25 per share and a weighted-average average exercise price of $9.29 per share for $31.7 million, the intrinsic value of the settled options. Outstanding options to purchase 968,934 shares of SS&C not settled for cash were converted into fully-vested options to purchase 484,467 shares of Holdings having the same intrinsic value.
 
Other Income
 
Other income, net for 2007 consists primarily of foreign currency translation gains of $0.6 million, property tax refunds of $0.9 million and $0.4 million related to the favorable settlement of a liability accrued at the time of the Company’s acquisition of FMC in 2005. Other income, net for 2006 primarily reflects income recorded under the equity method from a private investment. Included in other income, net for the periods January 1, 2005 through November 22, 2005 and November 23, 2005 through December 31, 2005 were net gains of $0.6 million resulting from the sale of marketable securities and net foreign currency translation gains of $0.2 million, respectively.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
Income Taxes
 
The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, an asset and liability approach is used to recognize deferred tax assets and liabilities for the future tax consequences of items that are recognized in its financial statements and tax returns in different years. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.
 
Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109 (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies) accounted for in accordance with SFAS No. 109. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and which may not accurately forecast actual outcomes.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid marketable securities with original maturities of three months or less at the date of acquisition to be cash equivalents.
 
Property and Equipment
 
Property and equipment are stated at cost. Depreciation of property and equipment is calculated using a combination of straight-line and accelerated methods over the estimated useful lives of the assets as follows:
 
     
Description
 
Useful Life
 
Equipment
  3-5 years
Furniture and fixtures
  7-10 years
Leasehold improvements
  Shorter of lease term or estimated useful life
 
Depreciation expense for the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005 was $5.1 million, $4.6 million, $0.4 million and $3.3 million, respectively.
 
Maintenance and repairs are expensed as incurred. The costs of sold or retired assets are removed from the related asset and accumulated depreciation accounts and any gain or loss is included in other income, net.
 
Registration Costs
 
During the year ended December 31, 2007, the Company incurred and capitalized approximately $1.2 million in professional fees and other costs related to the anticipated initial public offering of its common stock. These costs are recorded in prepaid expenses and other current assets in the consolidated balance sheet. When the public offering is completed, capitalized costs will be charged against stockholders’ equity as a cost of obtaining new capital. If the public offering is not completed, the capitalized costs will be charged to expense in the consolidated statement of operations.


F-13


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
Goodwill and Intangible Assets
 
SFAS No. 142, “Goodwill and Other Intangible Assets”, requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company has completed the required impairment tests for goodwill and has determined that no impairment existed as of December 31, 2007 or 2006. There were no indefinite-lived intangible assets as of December 31, 2007 or 2006.
 
The following table summarizes changes in goodwill (in thousands):
 
         
Balance at December 31, 2006
  $ 820,470  
2007 acquisition
    3,303  
Adjustments to previous acquisitions
    15  
Income tax benefit on rollover options exercised
    (89 )
Effect of foreign currency translation
    36,991  
         
Balance at December 31, 2007
  $ 860,690  
         
 
Completed technology and other identifiable intangible assets are amortized over lives ranging from three to 15 years based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. Amortization expense associated with completed technology and other amortizable intangible assets was $29.8 million, $22.5 million, $1.9 million and $6.2 million for the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005, respectively.
 
A summary of the components of intangible assets is as follows (in thousands):
 
                 
    December 31,  
    2007     2006  
 
Customer relationships
  $ 210,128     $ 202,353  
Completed technology
    59,593       56,454  
Trade names
    17,411       17,268  
Other
    2,272       2,070  
                 
      289,404       278,145  
Less: accumulated amortization
    (55,430 )     (24,260 )
                 
    $ 233,974     $ 253,885  
                 
 
Total estimated amortization expense, related to intangible assets, for each of the next five years ending December 31 is expected to approximate (in thousands):
 
         
2008
  $ 30,115  
2009
    29,365  
2010
    28,224  
2011
    26,797  
2012
    25,073  
         
    $ 139,574  
 
Impairment of Long-Lived Assets
 
The Company evaluates the recoverability of its long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets to be Disposed of”. The Company assesses potential


F-14


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
impairments to its long-lived assets when there is evidence that events or changes in circumstances have made recovery of the assets’ carrying value unlikely. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. The Company has identified no such impairment losses. Substantially all of the Company’s long-lived assets are located in the United States and Canada.
 
Concentration of Credit Risk
 
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, marketable securities, and trade receivables. The Company has cash investment policies that limit investments to investment grade securities. Concentrations of credit risk, with respect to trade receivables, are limited due to the fact that the Company’s client base is highly diversified. As of December 31, 2007 and 2006, the Company had no significant concentrations of credit risk and the carrying value of these assets approximates fair value.
 
International Operations and Foreign Currency
 
The functional currency of each foreign subsidiary is the local currency. Accordingly, assets and liabilities of foreign subsidiaries are translated to U.S. dollars at period-end exchange rates, and capital stock accounts are translated at historical rates. Revenues and expenses are translated using the average rates during the period. The resulting translation adjustments are excluded from net earnings and accumulated as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations in the periods in which they occur.
 
Derivative Instruments
 
The Company uses derivative instruments, consisting of interest rates swaps, to manage interest rate risk associated with the variable interest rate on its bank credit facility. The Company’s objective in managing interest rate risk is to manage volatility in the effective cost of debt. The Company accounts for its derivative instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), which requires that all derivative instruments be recorded at fair value.
 
In order for derivative instruments to qualify for hedge accounting in accordance with SFAS 133, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used as a hedge must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss and is recorded as a component of interest expense in the period of change. The Company excludes the change in the time value of money when assessing the effectiveness of the hedging relationship. All derivatives are evaluated quarterly.
 
Derivative instruments entered into by the Company qualify for hedge accounting and are designated as cash flow hedges. Cash flow hedges are hedges of forecasted transactions or the variability of cash flows to be received or paid related to a recognized asset or liability. For cash flow hedge transactions, changes in the fair value of the derivative instrument are reported in other comprehensive income. The gains and losses on cash flow hedge transactions reported in other comprehensive income are effectively reclassified to earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item.
 
Net interest paid or received pursuant to the derivative instruments is included as a component of interest expense in the period. Pending interest settlements earned/incurred on derivative instruments held at the end of a period are also included as a component of interest expense and in the accompanying consolidated balance sheet. See Note 6 for further disclosure related to the Company’s derivative instruments.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
Comprehensive Income
 
SFAS No. 130, “Reporting Comprehensive Income”, requires that items defined as comprehensive income, such as foreign currency translation adjustments and unrealized gains (losses) on interest rate swaps qualifying as hedges, be separately classified in the financial statements and that the accumulated balance of other comprehensive income be reported separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. Total comprehensive income consists of net income and other accumulated comprehensive income disclosed in the equity section of the balance sheet.
 
At December 31, 2007, the Company had a balance of $35.5 million in foreign currency translation gains and a balance of $1.8 million (net of taxes of $1.0 million) in unrealized losses on interest rate swaps.
 
Recent Accounting Pronouncements
 
In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) requires all business combinations completed after the effective date to be accounted for by applying the acquisition method (previously referred to as the purchase method). Companies applying this method will have to identify the acquirer, determine the acquisition date and purchase price and recognize at their acquisition-date fair values the identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree. In the case of a bargain purchase the acquirer is required to reevaluate the measurements of the recognized assets and liabilities at the acquisition date and recognize a gain on that date if an excess remains. SFAS 141(R) becomes effective for fiscal periods beginning after December 15, 2008. We are currently evaluating the impact of SFAS 141(R).
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 provides entities with the option to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value, and also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. This standard is intended to expand the use of fair value measurement, but does not require any new fair value measurements. SFAS 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company is currently evaluating the potential impact of this standard on its financial position and results of operations.
 
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. However, the FASB has provided a one-year deferral for the implementation of SFAS 157 for other non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a non-recurring basis. The Company does not expect that the adoption of SFAS 157 will have a significant impact on its financial position and results of operations.
 
Basic and Diluted Earnings Per Share
 
Earnings per share is calculated in accordance with SFAS No. 128, “Earnings Per Share”. Basic earnings per share includes no dilution and is computed by dividing income available to the Company’s common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares reflect the dilutive effect of stock options using the treasury stock method. Common equivalent shares are excluded from the


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
computation of diluted earnings per share if the effect of including such common equivalent shares is antidilutive because their exercise prices exceed the fair value of common stock.
 
The following table sets forth the weighted average common shares used in the computation of basic and diluted earnings per share (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
    Year
    Year
    November 23
      January 1
 
    Ended
    Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
      November 22,
 
    2007     2006     2005       2005  
Weighted average common shares outstanding
    53,157       53,093       53,063         23,300  
Weighted average common stock equivalents — options
    2,796       1,774       1,790         1,178  
Weighted average common and common equivalent shares outstanding
    55,953       54,867       54,853         24,478  
 
Options to purchase 0, 8,501 and 0 shares were outstanding at December 31, 2007, 2006 and 2005 and November 22, 2005, respectively, but were not included in the computation of diluted earnings per share because the effect of including the options would be antidilutive.
 
3.   Accounts Receivable
 
Accounts receivable are as follows (in thousands):
 
                 
    Successor  
    December 31,
    December 31,
 
    2007     2006  
 
Accounts receivable
  $ 29,546     $ 24,679  
Unbilled accounts receivable
    11,248       8,686  
Allowance for doubtful accounts
    (1,248 )     (1,670 )
                 
Total accounts receivable
  $ 39,546     $ 31,695  
                 
 
The following table represents the activity for the allowance for doubtful accounts during the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005 (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23
      January 1
 
    Year Ended
    Year Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
      November 22,
 
Allowance for Doubtful Accounts:
  2007     2006     2005       2005  
Balance at beginning of period
  $ 1,670     $ 2,092     $ 2,057       $ 766  
Charge to costs and expenses
    336       424       41         945  
Write-offs, net of recoveries
    (823 )     (853 )     (6 )       (280 )
Other adjustments
    65       7               626  
                                   
Balance at end of period
  $ 1,248     $ 1,670     $ 2,092       $ 2,057  
                                   
 
Management establishes the allowance for doubtful accounts based on historical bad debt experience. In addition, management analyzes client accounts, client concentrations, client creditworthiness, current economic


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
trends and changes in the client’s payment terms when evaluating the adequacy of the allowance for doubtful accounts.
 
4.   Stockholders’ Equity
 
At December 31, 2007, 100,000,000 shares of common stock were authorized and 53,165,000 and 53,157,433 shares of common stock were issued and outstanding, respectively. At December 31, 2006, 100,000,000 shares of common stock were authorized and 53,163,313 and 53,156,466 shares of common stock were issued and outstanding, respectively.
 
During the year ended December 31, 2007, the Company repurchased 720 shares of common stock at $13.19 per share. During the year ended December 31, 2006, the Company repurchased 6,847 shares of common stock at $9.93 per share.
 
5.   Income Taxes
 
The sources of income (loss) before income taxes were as follows (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23
      January 1
 
    Year Ended
    Year Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
      November 22,
 
    2007     2006     2005       2005  
U.S
  $ (11,417 )   $ (10,670 )   $ (159 )     $ 1,650  
Foreign
    17,534       7,956       990         1,720  
                                   
Income (loss) before taxes
  $ 6,117     $ (2,714 )   $ 831       $ 3,370  
                                   
 
The income tax provision (benefit) consists of the following (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23
      January 1
 
    Year Ended
    Year Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
      November 22,
 
    2007     2006     2005       2005  
Current:
                                 
Federal
  $ 460     $ 1,168     $ 334       $ (61 )
Foreign
    4,406       3,556       467         2,002  
State
    99       75       90         371  
Deferred:
                                 
Federal
    (6,262 )     (6,116 )     (575 )       234  
Foreign
    441       (2,776 )     (258 )       (92 )
State
    398       304       (58 )       204  
                                   
Total
  $ (458 )   $ (3,789 )   $       $ 2,658  
                                   


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
 
The reconciliation between the expected tax expense and the actual tax provision (benefit) is computed by applying the U.S. federal corporate income tax rate of 35% to income before income taxes as follows (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23
      January 1
 
    Year Ended
    Year Ended
    through
      through
 
    December 31,
    December 31,
    December 31,
      November 22,
 
    2007     2006     2005       2005  
Computed “expected” tax expense (benefit)
  $ 2,141     $ (949 )   $ 290       $ 1,180  
Increase (decrease) in income tax expense resulting from:
                                 
State income taxes (net of federal income tax benefit)
    321       248       21         373  
Tax-exempt interest income
                        (175 )
Foreign operations
    (1,883 )     (1,905 )     (303 )       (390 )
Rate change impact on deferred tax liabilities
    (1,536 )     (1,228 )              
Deal costs (non-deductible)
                        1,516  
Uncertain tax positions
    646                      
Other
    (147 )     45       (8 )       154  
                                   
(Benefit) provision for income taxes
  $ (458 )   $ (3,789 )   $       $ 2,658  
                                   
 
The favorable rate change impact on deferred tax liabilities is primarily attributable to statutory rate reductions enacted in Canada in 2007 and 2006. The Company has recorded valuation allowances of $5.1 million and $5.7 million at December 31, 2007 and 2006 related to net operating loss carryforwards and tax credits in certain state and foreign jurisdictions. The reduction in the valuation allowance of $0.6 million was due to the utilization of previously unrecognized net operating loss carryforwards that were used to offset higher than anticipated earnings in domestic and foreign jurisdictions.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The components of deferred income taxes at December 31, 2007 and 2006 are as follows (in thousands):
 
                                 
    Successor  
    2007     2006  
    Deferred
    Deferred
    Deferred
    Deferred
 
    Tax
    Tax
    Tax
    Tax
 
    Assets     Liabilities     Assets     Liabilities  
 
Net operating loss carryforwards
  $ 6,606     $     $ 8,688     $  
Deferred compensation
    4,418             1,161        
Purchased in-process research and development
    1,658             2,053        
Property and equipment
    985             726        
Accrued expenses
    887             890        
Tax credit carryforwards
    548             2,860        
Accounts receivable
    299             287        
Other
    293                   844  
Acquired technology
          3,808             6,267  
Trade names
          5,440             5,931  
Other intangible assets
          5,616             2,612  
Customer relationships
          60,192             65,201  
                                 
Total
    15,694       75,056       16,665       80,855  
Valuation allowance
    (5,116 )           (5,712 )      
                                 
Total
  $ 10,578     $ 75,056     $ 10,953     $ 80,855  
                                 
 
At December, 31, 2007, the Company has not accrued deferred income taxes of $7.6 million on unremitted earnings from non-U.S. subsidiaries as such earnings are expected to be reinvested overseas and used to service Canadian debt. At December 31, 2007, the Company had U.S. federal foreign tax credit carryforwards of $0.2 million that begin to expire in 2011. At December 31, 2007, the Company had U.S. federal net operating loss carryforwards of $2.2 million that begin to expire in 2017. At December 31, 2007, the Company had state net operating loss carryforwards in various states of $75.2 million that expire between 2008 and 2026. As defined in Section 382 of the Internal Revenue Code, certain ownership changes limit the annual utilization of federal net operating losses and tax credit carryforwards. The Company does not believe that the Section 382 limitation from its previous ownership changes will result in the loss of any net operating loss or credit carryforward.
 
At December 31, 2007, the Company had foreign net operating loss carryforwards other than Japan of $3.9 million, which are available to offset foreign income on an infinite carryforward basis. Japan’s net operating loss carryforward of $0.3 million began to expire in 2007.
 
On January 1, 2007, the Company adopted the provisions of Financial Standards Accounting Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). At adoption, the Company had a liability of $5.3 million for unrecognized tax benefits. The adoption of FIN 48 resulted in a reclassification of certain tax liabilities from current to non-current and to certain related deferred tax assets. The Company did not record a cumulative effect adjustment to retained earnings as a result of adopting FIN 48. The Company recognizes accrued interest and penalties relating to the unrecognized tax benefits as a component of the income tax provision.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The following table summarizes the activity related to the Company’s unrecognized tax benefits for the year ended December 31, 2007 (in thousands):
 
         
Balance at January 1, 2007
  $ 5,266  
Increases related to current year tax positions
    452  
Foreign exchange translation adjustment
    739  
         
Balance at December 31, 2007
  $ 6,457  
         
 
Included in the unrecognized tax benefits of $6.5 million as of December 31, 2007 are $0.6 million of tax benefits that, if recognized, would reduce the Company’s annual effective tax rate. The remaining $5.9 million relates to uncertain income tax positions that either existed prior to, or were created as a result of, the Transaction and would decrease goodwill if recognized prior to the adoption of SFAS 141(R). The Company accrued potential penalties and interest on the unrecognized tax benefits of $0.2 million during 2007 and has recorded a total liability for potential penalties and interest of $0.3 million. The Company does not expect the unrecognized tax benefits to change significantly over the next 12 months. The Company’s unrecognized tax benefits as of December 31, 2007 relate to domestic and foreign taxing jurisdictions.
 
The Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as the U.S., Canada, Connecticut and New York. In these major jurisdictions, the Company is no longer subject to examination by tax authorities for years prior to 2002, 2003, 2003 and 2003, respectively. The Company’s U.S. federal income tax returns are currently under audit for the tax periods ended December 31, 2003 and 2004, November 23, 2005 and December 31, 2005.
 
6.   Debt and Derivative Instruments
 
At December 31, 2007 and 2006, debt consisted of the following (in thousands):
 
                 
    Successor  
    2007     2006  
 
Senior credit facility, revolving portion, weighted-average interest rate of 8.10%(A)
  $     $ 3,000  
Senior credit facility, term loan portion, weighted-average interest rate of 7.04% and 7.73%, respectively(A)
    238,009       263,929  
11 3 / 4 % senior subordinated notes due 2013(B)
    205,000       205,000  
                 
      443,009       471,929  
Short-term borrowings and current portion of long-term debt
    (2,429 )     (5,694 )
                 
Long-term debt
  $ 440,580     $ 466,235  
                 
 
On November 23, 2005, in connection with the Transaction, the Company (i) entered into a new $350 million credit facility, consisting of a $200 million term loan facility with SS&C as the borrower, a $75 million-equivalent term loan facility with a Canadian subsidiary as the borrower ($17 million of which is denominated in U.S. dollars and $58 million of which is denominated in Canadian dollars) and a $75 million revolving credit facility, of which $10 million was immediately drawn ($5 million of which is denominated in U.S. dollars and $5 million of which is denominated in Canadian dollars) and (ii) issued $205 million aggregate principal amount of senior subordinated notes. The portion of the term loan facility denominated in Canadian dollars was $60.0 million and $51.9 million, respectively, at December 31, 2007 and 2006. The portion of the revolving credit facility denominated in Canadian dollars was $0 at December 31, 2007 and 2006. The Company capitalized financing costs of approximately $17.2 million associated with these facilities. Costs of $8.5 million associated with the credit facility are being amortized over a period of seven years. Costs of $8.7 million associated with the senior subordinated notes are being amortized over a period of eight years.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
Costs of $2.3 million, $2.8 million and $0.2 million were amortized to interest expense in the years ended December 31, 2007 and 2006 and the period November 23, 2005 through December 31, 2005, respectively. The amount due under the revolving portion of the senior credit facility at December 31, 2006 was classified as a current liability based on the Company’s intent to repay the obligation in 2007. The unamortized balance of capitalized financing costs is included in intangible and other assets and prepaid expenses and other current assets in the Company’s consolidated balance sheets.
 
(A)   Senior Credit Facilities
 
Borrowings under the senior credit facilities bear interest at either a floating base rate or a Eurocurrency rate plus, in each case, an applicable margin. In addition, the Company pays a commitment fee in respect of unused revolving commitments at a rate that will be adjusted based on its leverage ratio. The initial commitment fee rate is 0.5% per annum. The Company is obligated to make quarterly principal payments on the term loan of approximately $2.4 million per year. Subject to certain exceptions, thresholds and other limitations, the Company is required to prepay outstanding loans under its senior credit facilities with the net proceeds of certain asset dispositions and certain debt issuances and 50% of its excess cash flow (as defined in the agreements governing the senior credit facilities), which percentage will be reduced based on the Company reaching certain leverage ratio thresholds.
 
The obligations under the senior credit facilities are guaranteed by all of SS&C’s existing and future wholly owned U.S. subsidiaries and by Holdings, with certain exceptions as set forth in the credit agreement. The obligations of the Canadian borrower are guaranteed by SS&C, each of its U.S. and Canadian subsidiaries and Holdings, with certain exceptions as set forth in the credit agreement. Obligations under the senior credit facilities are secured by a perfected first priority security interest in all of the SS&C’s capital stock and all of the capital stock or other equity interests held by Holdings, SS&C and each of SS&C’s existing and future U.S. subsidiary guarantors (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in the credit agreement) and all of Holdings’ and SS&C’s tangible and intangible assets and the tangible and intangible assets of each of the SS&C’s existing and future U.S. subsidiary guarantors, with certain exceptions as set forth in the credit agreement. The Canadian borrower’s borrowings under the senior credit facilities and all guarantees thereof are secured by a perfected first priority security interest in all of the SS&C’s capital stock and all of the capital stock or other equity interests held by Holdings, SS&C and each of the SS&C’s existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement, and all of the Holdings’ and SS&C’s tangible and intangible assets and the tangible and intangible assets of each of the SS&C’s existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement.
 
The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, Holdings’, SS&C’s and most of SS&C’s subsidiaries’ ability to incur additional indebtedness, pay dividends and distributions on capital stock, create liens on assets, enter into sale and lease-back transactions, repay subordinated indebtedness, make capital expenditures, engage in certain transactions with affiliates, dispose of assets and engage in mergers or acquisitions. In addition, under the senior credit facilities, the Company is required to satisfy and maintain a maximum total leverage ratio and a minimum interest coverage ratio. As of December 31, 2007, the Company was in compliance with the financial and non-financial covenants.
 
The Company uses interest rate swap agreements to manage the floating rate portion of its debt portfolio. An interest rate swap is a contractual agreement to exchange payments based on underlying interest rates. In November 2005, the Company entered into three interest rate swap agreements which fixed the interest rates for $209.0 million of its variable rate debt. Two of the Company’s swap agreements are denominated in U.S. dollars and have notional values of $100 million and $50 million and expire in December 2010 and December 2008, respectively. Under these agreements, the Company is required to pay the counterparty a


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
stream of fixed interest payments of 4.78% and 4.71%, respectively, and in turn, receive variable interest payments based on LIBOR (4.83% at December 31, 2007) from the counterparty. The Company’s third swap agreement is denominated in Canadian dollars and has a notional value equivalent to approximately $59.0 million U.S. dollars and expires in December 2008. Under this agreement, the Company is required to pay the counterparty fixed interest payments of 3.93% and in turn, receive variable interest payments based on the Canadian dollar Bankers’ Acceptances rate (4.81% at December 31, 2007) from the counterparty. The net receipt or payment from the interest rate swap agreements is recorded in interest expense and decreased net interest expense by $1.2 million and $0.5 million during the years ended December 31, 2007 and 2006, respectively. The interest rate swaps are designated and qualify as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended. As such, the swaps are accounted for as assets and liabilities in the consolidated balance sheet at fair value. The fair value of the three interest rate swaps was a net liability of approximately $2.9 million at December 31, 2007 and a net asset of approximately $1.3 million at December 31, 2006, and was estimated based on past, present and expected future market conditions. For the years ended December 31, 2007 and 2006 and the period November 23, 2005 through December 31, 2005, the Company recognized unrealized losses of $2.6 million and unrealized gains of $0.6 million and $0.1 million, respectively, net of tax, in other comprehensive income related to the change in fair value of the swaps. There is no income statement impact from changes in the fair value of the swap agreements as the hedges have been assessed with no ineffectiveness. The fair value of the swaps recorded in other comprehensive income may be recognized in the statement of operations if certain terms of the senior credit facility change, if the loan is extinguished or if the swaps agreements are terminated prior to maturity. In January 2008, the Company unwound approximately $20.0 million of the swap denominated in Canadian dollars, reducing the notional value to approximately $39.0 million U.S. dollars.
 
(B)   11 3 / 4 % Senior Subordinated Notes due 2013
 
The 11 3 / 4 % senior subordinated notes due 2013 are unsecured senior subordinated obligations of SS&C that are subordinated in right of payment to all existing and future senior debt of SS&C, including the senior credit facilities. The senior subordinated notes will be pari passu in right of payment to all future senior subordinated debt of SS&C. The senior subordinated notes are jointly and severally fully and unconditionally guaranteed on an unsecured senior subordinated basis by all existing and future direct and indirect domestic subsidiaries of SS&C that guarantee the obligations under the senior credit facilities or any of SS&C’s other indebtedness or the indebtedness of the guarantors.
 
The senior subordinated notes are redeemable in whole or in part, at SS&C’s option, at any time at varying redemption prices that generally include premiums, which are defined in the indenture. In addition, upon a change of control, SS&C is required to make an offer to redeem all of the senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.
 
The indenture governing the senior subordinated notes contains a number of covenants that restrict, subject to certain exceptions, SS&C’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, pay dividends, make certain investments, create liens, dispose of certain assets and engage in mergers or acquisitions. Although the indenture generally limits the ability of Holdings to obtain funds from its subsidiaries, whether by dividend or loan, the indenture permits SS&C, after an initial public offering of Holdings, to pay dividends to Holdings in an amount not to exceed in any fiscal year 6% of the net proceeds received by SS&C through a contribution to equity capital from such offering to enable Holdings to pay dividends to its stockholders. As of December 31, 2007, SS&C was in compliance with the financial covenants.
 
The estimated fair value of SS&C’s senior subordinated notes due 2013 is $221.4 million at December 31, 2007. The estimated fair value of SS&C’s senior subordinated notes was based on quoted market prices on or about December 31, 2007 and is presented to satisfy the disclosure requirements of SFAS No. 107,


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
“Disclosures about Fair Values of Financial Instruments” (“SFAS 107”), and is not necessarily indicative of the amounts that the Company could realize in a current market exchange.
 
At December 31, 2007, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):
 
         
    Successor  
 
2008
  $ 2,429  
2009
    2,429  
2010
    2,429  
2011
    2,429  
2012
    228,293  
Thereafter
    205,000  
         
    $ 443,009  
         
 
Predecessor — Revolving Credit Facility
 
On April 13, 2005, the Company entered into a credit agreement (as amended, the “Credit Agreement”) with Fleet National Bank regarding a two-year, $75 million senior revolving credit facility intended to finance a portion of the Company’s acquisition of Financial Models Company Inc. (“FMC”) and related fees and expenses and to provide ongoing working capital and cash for other general corporate purposes. Pursuant to the terms of the Credit Agreement, the Company was permitted to borrow funds from Fleet, initially in the principal amount of $75 million and including a $5 million sublimit for the issuance of standby and commercial letters of credit. Upon execution of the Credit Agreement on April 13, 2005, the Company drew down the full amount of the Loan, which consisted of (1) $65 million as a Eurodollar Rate Loan with an interest period of thirty days at a rate per annum equal to the British Bankers Association LIBOR Rate plus 100 basis points, and (2) $10 million as a Base Rate Loan bearing interest at a fluctuating rate per annum equal to the higher of the Federal Funds Rate plus 0.5% or the “prime rate” as publicly announced by Bank of America, N.A. The obligations of the Company under the credit agreement were guaranteed by OMR Systems Corporation and Financial Models Company Ltd., both of which are wholly-owned subsidiaries of the Company. This facility was terminated in connection with the Transaction.
 
7.   Leases
 
The Company is obligated under noncancelable operating leases for office space and office equipment. Total rental expense was $9.0 million, $9.0 million, $0.6 million and $6.4 million for the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005, respectively. The lease for the corporate facility in Windsor, Connecticut expires in 2016. Future minimum lease payments under the Company’s operating leases, excluding future sublease income, as of December 31, 2007, are as follows (in thousands):
 
         
Year Ending December 31,      
2008
  $ 7,665  
2009
    7,363  
2010
    7,366  
2011
    6,443  
2012
    5,985  
2013 and thereafter
    10,854  
         
    $ 45,676  
         


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The Company subleases office space to other parties under noncancelable leases. The Company received rental income under these leases of $1.5 million, $1.4 million, less than $0.1 million and $0.3 million for the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005, respectively.
 
Future minimum lease receipts under these leases as of December 31, 2007 are as follows (in thousands):
 
         
Year Ending December 31,      
2008
  $ 1,320  
2009
    1,181  
2010
    1,195  
2011
    1,195  
2012
    1,195  
2013 and thereafter
    1,393  
         
    $ 7,479  
         
 
8.   Defined Contribution Plans
 
The Company has a 401(k) Retirement Plan (the “Plan”) that covers substantially all domestic employees. Each employee may elect to contribute to the Plan, through payroll deductions, up to 20% of his or her salary, subject to certain limitations. The Plan provides for a Company match of employees’ contributions in an amount equal to 50% of an employee’s contributions up to $3,000 per year. The Company offers employees a selection of various public mutual funds but does not include Company common stock as an investment option in its Plan.
 
During the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005, the Company incurred $1.3 million, $1.0 million, $0.1 million and $0.8 million, respectively, of matching contribution expenses related to this plan.
 
9.   Stock Option and Purchase Plans
 
Successor
 
In connection with the Transaction, options to purchase 968,934 shares of the Predecessor held by certain employees that were not exercised prior to the closing of the Transaction were automatically converted into fully-vested options to purchase 3,633,501 shares of Holdings (“Rollover Options”), having the same intrinsic value of $27.9 million. The Rollover Options had a weighted-average exercise price of $2.26 per share and a weighted-average remaining life of 6.4 years.
 
In August 2006, the Board of Directors adopted a new equity-based incentive plan (the “Plan”), which authorizes equity awards to be granted for up to 9,859,252 shares of the Company’s common stock. Under the Plan, the exercise price of awards is set on the grant date and may not be less than the fair market value per share on such date. Generally, awards expire ten years from the date of grant. The Company has granted both time-based and performance-based options under the Plan.
 
Time-based options granted upon adoption of the Plan vested 25% on November 23, 2006 and 1/36th of the remaining balance each month thereafter for 36 months. Time-based options granted thereafter generally vest 25% on the first anniversary of the grant date and 1/36th of the remaining balance each month thereafter for 36 months. All time-based options can vest upon a change in control, subject to certain conditions. Time-based options granted during 2007 and 2006 have a weighted-average grant date fair value of $4.74 and $4.14 per share, respectively, based on the Black-Scholes option pricing model. Compensation expense is


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
recorded on a straight-line basis over the requisite service period, with the exception of the options granted upon adoption of the Plan, for which the first 25%, was recorded between the grant date and November 23, 2006, to mirror the vesting. The fair value of time-based options vested during the years ended December 31, 2007 and 2006 was approximately $3.6 million and $3.9 million, respectively. At December 31, 2007, there is approximately $7.0 million of unearned non-cash stock-based compensation that the Company expects to recognize as expense over the next 2.0 years.
 
Certain performance-based options granted under the Plan vest upon the attainment of annual EBITDA targets for the Company during the five fiscal year periods following the date of grant. Additionally, EBITDA in excess of the EBITDA target in any given year shall be applied to the EBITDA of any previous year for which the EBITDA target was not met in full such that attainment of a prior year EBITDA target can be achieved subsequently. In the event all EBITDA targets of previous years were met in full, the excess EBITDA shall be applied to the EBITDA of future years. These performance-based options can also vest upon a change in control, subject to certain conditions. These performance-based options granted during 2007 and 2006 have a weighted-average grant date fair value of $5.02 and $4.40 per share, respectively, based on the Black-Scholes option pricing model. Compensation expense is recorded at the time that the attainment of the annual and cumulative EBITDA targets becomes probable. In April 2007, the Board of Directors approved (i) the vesting, as of April 18, 2007, of 50% of the performance-based options granted to the Company’s employees through March 31, 2007 that would have vested if the Company had met its EBITDA target for fiscal year 2006 (collectively, the “2006 Performance Options”); (ii) the vesting, conditioned upon the Company’s meeting its EBITDA target for fiscal year 2007, of the other 50% of the 2006 Performance Options; and (iii) the reduction of the Company’s EBITDA target for fiscal year 2007. The Company re-measured those awards using the Black-Scholes option-pricing model and assumptions reflecting current facts and circumstances as of the modification date. As of the modification date, the Company estimated the fair value of its modified performance-based options to be $6.06. In estimating the common stock value, the Company used several methods, including the income approach, guideline company method and comparable transaction method. The Company used the following assumptions to estimate the value of the modified performance-based options: expected term to exercise of 3.5 years; expected volatility of 41.0%; risk-free interest rate of 4.57%; and no dividend yield. Expected volatility is based on a combination of the Company’s historical volatility adjusted for the Transaction and historical volatility of the Company’s peer group. Expected term to exercise is based on the Company’s historical stock option exercise experience, adjusted for the Transaction.
 
In March 2008, the Company’s board of directors approved (i) the vesting, conditioned upon the Company’s EBITDA for 2008 falling within the targeted range, of the 2006 and 2007 performance-based options that did not otherwise vest during 2007, and (ii) the reduction of the Company’s annual EBITDA target range for 2008. The Company will re-measure the affected performance-based options using the Black-Scholes option pricing model and assumptions reflecting current facts and circumstances as of the modification date. The Company will record stock-based compensation expense related to these awards beginning in March 2008 based on its probability assessment of attaining its EBITDA target range for 2008.
 
The fair value of these performance-based options vested during the years ended December 31, 2007 and 2006 was approximately $7.4 million and $0, respectively. At December 31, 2007, there is approximately $10.0 million of unearned non-cash stock-based compensation that the Company could recognize as expense over approximately the next three years when and if the attainment of the future EBITDA targets becomes probable.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
For the time-based and performance-based options valued using the Black-Scholes option-pricing model, the Company used the following assumptions:
 
                                 
    Time-based Awards     Performance-based Awards  
    2007     2006     2007     2006  
 
Expected term to exercise (years)
    4.0       4.0       4.5       4.5  
Expected volatility
    45.85 %     45.85 %     45.85 %     45.85 %
Risk-free interest rate
    4.57 %     4.86 %     4.57 %     4.86 %
Expected dividend yield
    0 %     0 %     0 %     0 %
 
Expected volatility is based on a combination of the Company’s historical volatility adjusted for the Transaction and historical volatility of the Company’s peer group. Expected term to exercise is based on the Company’s historical stock option exercise experience, adjusted for the Transaction.
 
The remaining performance-based options vest only upon a change in control in which certain internal rate of return targets are attained (“Liquidity Options”). These performance-based options granted during 2007 and 2006 have a weighted-average grant date fair value of approximately $1.09 and $2.83 per share, respectively. Compensation expense will be recorded at the time that a change in control becomes probable. The Company did not record stock-based compensation expense related to these options during the years ended December 31, 2007 and 2006. At December 31, 2007, there is approximately $4.7 million of unearned non-cash stock-based compensation that the Company expects to recognize when and if a change in control becomes probable.
 
There were no new stock options issued from November 23, 2005 through December 31, 2005 (other than Rollover Options) and there were no unvested stock options outstanding at November 23, 2005 and December 31, 2005 that carry over into future periods. The Company generally settles stock option exercises with newly issued common shares.
 
The amount of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2007 and 2006 was as follows (in thousands):
 
                 
    Successor  
    2007     2006  
 
Statement of operations classification
               
Cost of maintenance
  $ 257     $ 100  
Cost of professional services
    343       124  
Cost of software-enabled services
    2,452       785  
                 
Total cost of revenues
    3,052       1,009  
Selling and marketing
    1,803       647  
Research and development
    1,146       425  
General and administrative
    4,978       1,790  
                 
Total operating expenses
    7,927       2,862  
                 
Total stock-based compensation expense
  $ 10,979     $ 3,871  
                 
 
The associated future income tax benefit recognized was $3.2 million and $1.2 million for the years ended December 31, 2007 and 2006, respectively.
 
For the year ended December 31, 2007, the amount of cash received from the exercise of stock options was less than $0.1 million, with an associated tax benefit realized of less than $0.1 million. The intrinsic value of options exercised during the year ended December 31, 2007 was less than $0.1 million. For the year ended


F-27


Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
December 31, 2006, the amount of cash received from the exercise of stock options was $0.1 million, with an associated tax benefit realized of $0.1 million. The intrinsic value of options exercised during the year ended December 31, 2006 was $0.2 million.
 
The following table summarizes stock option transactions for the years ended December 31, 2007 and 2006:
 
                 
    Shares Under
    Weighted Average
 
    Option     Exercise Price  
 
Outstanding at December 31, 2005 (Rollover options)
    3,633,501     $ 2.26  
Granted
    8,822,482       9.93  
Cancelled
    (321,637 )     9.93  
Exercised
    (33,510 )     2.85  
                 
Outstanding at December 31, 2006
    12,100,836       7.65  
Granted
    326,250       11.47  
Cancelled/forfeited
    (270,375 )     9.85  
Exercised
    (1,687 )     0.98  
                 
Outstanding at December 31, 2007
    12,155,024       7.70  
                 
 
The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2007:
 
                                                             
Outstanding Vested Options Currently Exercisable     Outstanding Options Expected to Vest  
                  Weighted-
                      Weighted-
 
            Aggregate
    Average
                Aggregate
    Average
 
Shares
    Weighted-
    Intrinsic
    Remaining
    Shares
    Weighted-
    Intrinsic
    Remaining
 
Under
    Average
    Value
    Contractual
    Under
    Average
    Value
    Contractual
 
Option     Exercise Price     (In thousands)     Term (years)     Option     Exercise Price     (In thousands)     Term (years)  
 
  6,531,255     $ 5.71     $ 48,821       6.3       1,711,893     $ 10.05     $ 5,371       8.7  
 
Predecessor
 
Prior to the Transaction, the Company offered an employee stock purchase plan whereby employees could purchase Company stock at a price equal to 85% of the fair market value of the Company’s common stock on either the first or last day of the purchase period, whichever is lower. The semi-annual purchase periods were October through March and April through September. This plan was discontinued in connection with the Transaction.
 
During 1998, the Board of Directors approved the 1998 Stock Incentive Plan (“1998 Plan”), for which 2,250,000 shares of common stock were reserved for issuance. The number of reserved shares was increased by 750,000 in both May 2000 and 2001. In May 2003, the number of reserved shares was further increased by 1,500,000 for a total of 5,250,000 shares. Generally, options under the 1998 Plan vested ratably over four years and expired ten years subsequent to the grant. As of November 22, 2005, there were no options outstanding or shares available for grant under the 1998 Plan.
 
In 1999, the Board of Directors approved the Company’s 1999 Non-Officer Employee Stock Incentive Plan (“1999 Plan”) and reserved 1,875,000 shares of common stock for issuance under the 1999 Plan. All of the Company’s employees, consultants, and advisors other than the Company’s executive officers and directors were eligible to participate in the 1999 Plan. Only non-statutory stock options, restricted stock awards, and other stock-based awards may be granted under the 1999 Plan. Generally, options under the 1999 Plan vested ratably over four years and expired ten years after the date of grant. As of November 22, 2005, there were no options outstanding or shares available for grant under the 1999 Plan.


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The following table summarizes stock option transactions for the period January 1, 2005 through November 22, 2005.
 
                 
    Shares Under
    Weighted Average
 
    Option     Exercise Price  
 
Outstanding at December 31, 2004
    2,379,462     $ 7.56  
Granted
    137,200       26.99  
Cancelled
    (25,213 )     16.92  
Exercised(1)
    (1,522,515 )     8.59  
Rollover options
    (968,934 )     8.48  
                 
Outstanding at November 22, 2005
           
                 
 
 
(1) Includes 1,132,676 options with a weighted-average exercise price of $9.29 that were cashed out in connection with the Transaction, with the same economic effect as an exercise and sale for the Transaction consideration.
 
The weighted-average grant date fair value of options granted during the period January 1, 2005 through November 22, 2005 was $13.69. The total intrinsic value of options exercised during the period January 1, 2005 through November 22, 2005 was $38.4 million. The fair value of options vested during the period January 1, 2005 through November 22, 2005 was $3.5 million.
 
10.   Acquisitions
 
On March 12, 2007, the Company purchased substantially all the assets of Northport LLC (“Northport”), for approximately $5.1 million in cash, plus the costs of effecting the transaction, and the assumption of certain liabilities. Northport provides accounting and management services to private equity funds.
 
The net assets and results of operations of Northport have been included in the Company’s consolidated financial statements from March 1, 2007. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of client relationships and client contracts, was determined using the future cash flows method. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over approximately seven years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.
 
On August 31, 2006, the Company purchased substantially all the assets of Zoologic, Inc. (“Zoologic”) for approximately $3.0 million in cash, plus the costs of effecting the transaction. Zoologic provides web-based courseware and instructor-led training for the securities, asset management and wealth management markets.
 
The net assets and results of operations of Zoologic have been included in the Company’s consolidated financial statements from September 1, 2006. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name, client relationships and client contracts, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The completed technology and trade name are amortized over approximately six years, and the contractual relationships are amortized over


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
approximately three years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.
 
On March 3, 2006, the Company purchased all of the outstanding stock of Cogent Management Inc. (“Cogent”), for $12.25 million in cash, plus the costs of effecting the transaction. The Company used $6.25 million of cash on hand and borrowed $6.0 million under the revolving portion of its senior credit facility to fund the acquisition. Cogent provides hedge fund management services primarily to U.S.-based hedge funds.
 
The net assets and results of operations of Cogent have been included in the Company’s consolidated financial statements from March 1, 2006. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of client relationships and client contracts, was determined using the future cash flows method. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over approximately seven years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.
 
The following summarizes the allocation of the purchase price for the acquisitions of Northport, Zoologic and Cogent (in thousands):
 
                         
    Northport     Zoologic     Cogent  
 
Tangible assets acquired, net of cash received
  $ 708     $ 505     $ 1,019  
Completed technology
          425        
Trade names
          60        
Acquired client relationships and contracts
    1,500       500       4,500  
Goodwill
    3,303       2,535       9,328  
Deferred revenue
    (350 )     (1,163 )     (756 )
Debt
                (300 )
Deferred taxes
                (1,755 )
Other liabilities assumed
    (31 )     (150 )     (142 )
                         
Consideration paid, net of cash acquired
  $ 5,130     $ 2,712     $ 11,894  
                         
 
Acquisitions by the Predecessor Company — 2005
 
On October 31, 2005, the Company purchased all the outstanding stock of Open Information Systems, Inc. (“OIS”) for $24.0 million in cash. Revenue targets that would have required the Company to make additional earn-out payments were ultimately not met. OIS’ Money Market Manager is used by banks and broker/dealers for money market issuance services. Information Manager, another OIS product, is a comprehensive tool for financial institutions, allowing banks to web-enable core business applications for Internet transaction entry, scheduling, reporting, work flow management and third-party interfaces.
 
The net assets and results of operations of OIS have been included in the Company’s consolidated financial statements from November 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
amortized over lives ranging from approximately six to ten years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.
 
On August 24, 2005, the Company acquired substantially all the assets of MarginMan, a business within Integral Development Corporation, for $5.6 million, plus the costs of effecting the acquisition, and the assumption of certain liabilities. MarginMan provides collateralized trading software to the foreign exchange marketplace.
 
The net assets and results of operations of MarginMan have been included in the Company’s consolidated financial statements from August 24, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over a life of approximately seven years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.
 
On June 3, 2005, the Company purchased all the outstanding stock of Financial Interactive, Inc. (“FI”) in exchange for 358,424 shares of SS&C common stock and warrants to purchase 50,000 shares of SS&C stock with an exercise price of $37.69 per share, expiring on June 3, 2010. FI’s product, FundRunner, provides a comprehensive investor relationship management and fund profiling infrastructure to alternative fund managers, funds of funds managers and fund administrators.
 
The shares of common stock issued as consideration were valued at $9.3 million using the average closing market price for several days prior to closing of the transaction, less a discount for lack of registration. The warrants issued were valued at $0.7 million using the Black-Scholes option pricing model.
 
The net assets and results of operations of FI have been included in the Company’s consolidated financial statements from June 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over lives ranging from seven to ten years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.
 
On April 19, 2005, the Company purchased substantially all the outstanding stock of the Financial Models Company Inc. (“FMC”) for approximately $159.0 million in cash, plus approximately $13.8 million of costs to effect the acquisition. The Company financed the FMC acquisition with $75 million of borrowings under the credit facility (Note 6) and approximately $84 million from cash on hand. FMC provides comprehensive investment management systems and services to the international investment management industry.
 
The net assets and results of operations of FMC have been included in the Company’s consolidated financial statements from April 19, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, including technology, trade names, contractual relationships and exchange relationships, was based on an independent appraisal and was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technology and trade names, the discounted cash flow method for


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Table of Contents

 
SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
contractual relationships, and the avoided-cost method for the exchange relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over lives ranging from seven to 15 years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.
 
In connection with the acquisition, the Company committed to a plan to reduce headcount at FMC. Under the plan, the Company terminated approximately 75 employees and accrued severance costs of $3.3 million, of which substantially all has been paid as of December 31, 2006. The severance costs were included in the allocation of the purchase price and recorded as an assumed liability.
 
On February 28, 2005, the Company purchased all of the membership interests in EisnerFast LLC (“EisnerFast”), for $25.3 million in cash. EisnerFast provides fund accounting and administration services to on-and off-shore hedge and private equity funds, funds of funds, and investment advisors.
 
The net assets and results of operations of EisnerFast have been included in the Company’s consolidated financial statements from March 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of client contracts and client relationships, was determined using the future cash flows method. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over nine years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.
 
On February 11, 2005, the Company acquired substantially all the assets of Achievement Technologies, Inc. (“Achievement”) for $470,000, plus the costs of effecting the acquisition, and the assumption of certain liabilities. Achievement provides a software solution for facilities maintenance and management to real estate property managers.
 
The net assets and results of operations of Achievement have been included in the Company’s consolidated financial statements from February 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the completed technology was determined using the future cash flows method. The acquired technology is amortized on a straight-line basis over five years, the estimated life of the product. The remainder of the purchase price was allocated to goodwill.
 
The following summarizes the allocation of the purchase price for the acquisitions of OIS, MarginMan, FI, FMC, EisnerFast and Achievement (in thousands):
 
                                                 
    OIS     MarginMan     FI     FMC     EisnerFast     Achievement  
 
Assets acquired, net of cash received
  $ 2,474     $ 105     $ 815     $ 16,223     $ 1,089     $ 3  
Completed technology
    5,275       1,447       1,306       9,683             210  
Acquired client contracts and relationships
    4,000       2,266       2,078       37,103       8,587        
Trade names
    230       76       138       814              
Goodwill
    12,328       2,303       9,829       113,560       17,106       350  
Deferred income taxes
                (199 )     (13,835 )            
Other liabilities assumed
    (307 )     (516 )     (3,388 )     (11,633 )     (1,449 )     (91 )
                                                 
Consideration paid, net of cash acquired
  $ 24,000     $ 5,681     $ 10,579     $ 151,915     $ 25,333     $ 472  
                                                 


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SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The following unaudited pro forma condensed consolidated results of operations is provided for illustrative purposes only and assumes that the Transaction and the acquisitions of Northport, Zoologic, Cogent, OIS, MarginMan, FI, FMC and EisnerFast, occurred on January 1, 2005. This unaudited pro forma information (in thousands) should not be relied upon as being indicative of the historical results that would have been obtained if these acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.
 
                                 
                Period from
    Period from
 
                November 23
    January 1
 
                through
    through
 
                December 31,
    November 22,
 
    2007     2006     2005     2005  
 
Revenues
  $ 248,854     $ 211,354     $ 18,506     $ 181,332  
Net income
    6,596       1,777       902       3,613  
Basic earnings per share
  $ 0.12     $ 0.03     $ 0.02     $ 0.15  
Diluted earnings per share
  $ 0.12     $ 0.03     $ 0.02     $ 0.15  
 
The pro forma results of operations presented above include a reduction in revenues of $3.6 million and $0.7 million for 2006 and the period from November 23 through December 31, 2005, respectively, related to the deferred revenue adjustment recorded in connection with the Transaction. Pro forma results of operations have not been presented for the acquisition of Achievement, as results of operations of this acquisition are not significant to the Company.
 
11.   Related Party Transactions
 
In connection with the Transaction, TC Group, L.L.C. (an affiliate of Carlyle), the Company and the Company’s Chief Executive Officer entered into an agreement pursuant to which the Company paid (i) TC Group, L.L.C. a fee for certain services provided by it to the Company in connection with the Transaction, and (ii) the Company’s Chief Executive Officer a fee in consideration of his commitment to contribute equity to the Company pursuant to a contribution and subscription agreement and as consideration for the Chief Executive Officer’s agreement to enter into a long-term employment agreement with the Company, including non-competition provisions therein. The aggregate amount of these fees was $7.5 million, which was allocated to the Company’s Chief Executive Officer and TC Group, L.L.C. pro rata based on their respective ownership of the Company following the Transaction, and was recorded as part of the overall purchase price of the Transaction.
 
The Company has agreed to pay TC Group, L.L.C. an annual fee of $1.0 million for certain management services to be performed by TC Group, L.L.C. following the Transaction, and will also pay Carlyle additional reasonable compensation for other services provided by TC Group, L.L.C. to the Company from time to time, including investment banking, financial advisory and other services.
 
12.   Commitments and Contingencies
 
In connection with the Transaction, two purported class action lawsuits were filed against SS&C, each of its directors and, with respect to the first matter described below, Holdings, in the Court of Chancery of the State of Delaware, in and for New Castle County.
 
The first lawsuit was Paulena Partners, LLC v. SS&C Technologies, Inc., et al., C.A. No. 1525-N (filed July 28, 2005). The second lawsuit was Stephen Landen v. SS&C Technologies, Inc., et al., C.A. No. 1541-N (filed August 3, 2005). Each complaint purported to state claims for breach of fiduciary duty against all of SS&C’s directors at the time of filing of the lawsuits. The complaints alleged, among other things, that (1) the merger would benefit SS&C’s management or The Carlyle Group at the expense of its public stockholders, (2) the merger consideration to be paid to stockholders was inadequate or unfair and did not represent the best


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SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
price available in the marketplace for SS&C, (3) the process by which the merger was approved was unfair and (4) the directors breached their fiduciary duties to SS&C’s stockholders in negotiating and approving the merger. Each complaint sought, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it were completed prior to the receipt of such relief), compensatory and/or rescissory damages to the class and attorneys’ fees and expenses, along with such other relief as the court might find just and proper. The plantiffs had not sought a specific amount of monetary damages.
 
The two lawsuits were consolidated by order dated August 31, 2005. On October 18, 2005, the parties to the consolidated lawsuit entered into a memorandum of understanding, pursuant to which SS&C agreed to make certain additional disclosures to its stockholders in connection with their approval of the merger. The memorandum of understanding also contemplated that the parties would enter into a settlement agreement, which the parties executed on July 6, 2006. Under the settlement agreement, SS&C agreed to pay up to $350,000 of plaintiffs’ legal fees and expenses. The settlement agreement was subject to customary conditions, including court approval following notice to the stockholders of SS&C. The court did not find that the settlement agreement was fair, reasonable and adequate and disapproved the proposed settlement on November 29, 2006. The court criticized plaintiffs’ counsel’s handling of the litigation, noting that the plaintiffs’ counsel displayed a lack of understanding of basic terms of the merger, did not appear to have adequately investigated the plaintiffs’ potential claims and was unable to identify the basic legal issues in the case. The court also raised questions about the process leading up to the Transaction, which process included Mr. Stone’s discussions of potential investments in, or acquisitions of, SS&C, without prior formal authorization of SS&C’s board, but the court did not make any findings of fact on the litigation other than that there were not adequate facts in evidence to support the settlement. The plaintiffs decided to continue the litigation following rejection of the settlement, and the parties proceeded with discovery.
 
On November 28, 2007, plaintiffs moved to withdraw from the lawsuit with notice to SS&C’s former shareholders. On January 8, 2008, the defendants opposed plaintiffs’ motion for notice to shareholders in connection with their withdrawal and moved for sanctions against plaintiffs and removal of confidentiality restrictions on plaintiffs’ discovery materials. At a hearing on February 8, 2008, the court orally granted plaintiffs’ motion to withdraw, declined to order notice and took defendants’ motion for sanctions under advisement. In its memorandum opinion and order dated March 6, 2008, the court granted in part defendants’ motion for sanctions, awarding attorneys’ fees and other expenses that defendants reasonably incurred in defending plaintiffs’ motion to withdraw and in bringing a motion to unseal the record and for sanctions. The court noted that further proceedings were required to determine the proper amount of the award, and it directed the parties to submit a schedule to bring the matter to a conclusion.
 
From time to time, the Company is subject to certain other legal proceedings and claims that arise in the normal course of its business. In the opinion of management, the Company is not involved in any such litigation or proceedings by third parties that management believes could have a material adverse effect on the Company or its business.
 
13.   Product and Geographic Sales Information
 
The Company operates in one reportable segment, as defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. There were no sales to any individual clients during the periods in the three-year period ended December 31, 2007 that represented 10% or more of net sales. The Company attributes net sales to an individual country based upon location of the client.
 
The Company manages its business primarily on a geographic basis. The Company’s reportable regions consist of the United States, Americas excluding the United States, Europe and Asia Pacific and Japan. The European region includes European countries as well as the Middle East and Africa.


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SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
The Company relies exclusively on its operations in the Netherlands for sales of its Altair product. Total revenue derived from this product was $2.2 million, $2.0 million, $0.6 million and $1.7 million in the years ended December 31, 2007 and 2006, the period November 23, 2005 through December 31, 2005 and the period January 1, 2005 through November 22, 2005, respectively.
 
Revenues by geography were (in thousands):
 
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23,
      January 1,
 
                2005 through
      2005 through
 
                December 31,
      November 22,
 
    2007     2006     2005       2005  
United States
  $ 147,104     $ 122,341     $ 10,261       $ 91,542  
Canada
    40,892       35,924       2,572         18,406  
Americas excluding United States and Canada
    4,672       2,850       370         3,163  
Europe
    49,612       40,150       4,151         27,737  
Asia Pacific and Japan
    5,888       4,204       311         3,121  
                                   
    $ 248,168     $ 205,469     $ 17,665       $ 143,969  
                                   
 
Long-lived assets as of December 31, were (in thousands):
 
                 
    2007     2006  
 
United States
  $ 20,702     $ 20,814  
Canada
    4,580       5,057  
Americas excluding United States and Canada
    134       85  
Europe
    523       425  
Asia Pacific and Japan
    124       125  
                 
    $ 26,063     $ 26,506  
                 
 
Revenues by product group were (in thousands):
                                   
    Successor       Predecessor  
                Period from
      Period from
 
                November 23,
      January 1,
 
                2005 through
      2005 through
 
                December 31,
      November 22,
 
    2007     2006     2005       2005  
Portfolio management/accounting
  $ 192,617     $ 152,094     $ 12,883       $ 105,081  
Trading/treasury operations
    29,341       27,686       2,458         21,143  
Financial modeling
    8,919       9,446       625         8,521  
Loan management/accounting
    5,120       5,296       790         3,499  
Property management
    5,514       5,983       569         5,192  
Money market processing
    4,498       4,083       340         533  
Training
    2,159       881                
                                   
    $ 248,168     $ 205,469     $ 17,665       $ 143,969  
                                   
 
14.   Subsequent Events
 
On April 22, 2008, the Company’s board of directors approved a 7.5-for-1 stock split to be effected in the form of a stock dividend, effective as of April 23, 2008. The Company also approved an increase in authorized


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SS&C TECHNOLOGIES HOLDINGS, INC
 
Notes to Consolidated Financial Statements — (Continued)
 
shares to 100,000,000 shares of common stock. All share and per share amounts for the Successor periods presented have been retroactively restated to reflect the stock split and increase in authorized shares.
 
On April 22, 2008, the Company’s board of directors approved a 7.5-for-1 stock split to be effected in the form of a stock dividend and an increase in authorized shares to 100,000,000 shares of common stock. All share and per share amounts for the Successor periods presented have been retroactively restated to reflect the stock split and increase in authorized shares.
 
On April 22, 2008, the Company’s board of directors also approved, effective upon the closing of this offering:
 
  •  the vesting of the remaining 2006 and 2007 performance-based options that did not otherwise vest during 2007;
 
  •  the conversion of all superior options granted under the 2006 Equity Incentive Plan into performance-based options, with one-third of the options vesting in each of 2008, 2009 and 2010 based upon the Company’s EBITDA for these years falling within designated EBITDA target ranges;
 
  •  the elimination of the annual EBITDA targets originally established for 2009 through 2011, with new target ranges to be established by the Company’s board annually; and
 
  •  a modification to the performance-based options such that any performance-based options that do not vest in any given year as a result of not attaining that year’s EBITDA target range, shall vest based upon the Company’s EBITDA for the following year falling within the targeted range for the following year.
 
As a result, upon the closing of this offering, the Company will re-measure those performance-based options that vest upon this offering. Performance-based options that vest based upon the Company’s EBITDA for 2009 through 2011 will be re-measured when its board determines the EBITDA target ranges for those years.
 
In April 2008, the Company’s board of directors adopted, and the stockholders of the Company approved, subject to the effectiveness of this offering, the 2008 Stock Incentive Plan under which 1,250,000 shares of common stock were initially reserved for issuance.
 
15.   Selected Quarterly Financial Data (Unaudited)
                                 
    First
    Second
    Third
    Fourth
 
    Quarter     Quarter     Quarter     Quarter  
    (In thousands)  
 
2007
                               
Revenue
  $ 55,914     $ 60,328     $ 63,483     $ 68,443  
Gross profit
    26,472       28,020       31,114       33,680  
Operating income
    11,047       9,598       13,902       14,183  
Net income (loss)
    (173 )     (1,059 )     2,221       5,586  
 
                                 
    First
    Second
    Third
    Fourth
 
    Quarter     Quarter     Quarter     Quarter  
    (In thousands)  
 
2006
                               
Revenue
  $ 48,365     $ 50,655     $ 52,449     $ 54,000  
Gross profit
    25,069       26,150       26,641       27,593  
Operating income
    11,427       11,340       10,579       10,523  
Net income (loss)
    (226 )     1,787       359       (845 )


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SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT

SS&C TECHNOLOGIES HOLDINGS, INC.

PARENT COMPANY BALANCE SHEETS
 
                 
    Successor  
    December 31,
    December 31,
 
    2007     2006  
    (In thousands)  
 
ASSETS
Cash and cash equivalents
  $     $  
Investments in subsidiaries
    612,593       563,132  
                 
Total assets
  $ 612,593     $ 563,132  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Commitments and contingencies
               
Stockholders’ equity:
               
Common stock, $0.01 par value, 100,000 shares authorized; 53,165 shares and 53,163 shares issued, respectively, and 53,157 and 53,156 shares outstanding, respectively
    532       532  
Additional paid-in capital
    570,043       559,063  
Accumulated other comprehensive income
    33,615       1,699  
Retained earnings
    8,481       1,906  
                 
      612,671       563,200  
Less: cost of common stock in treasury, 8 shares and 7 shares, respectively
    (78 )     (68 )
                 
Total stockholders’ equity
    612,593       563,132  
                 
Total liabilities and stockholders’ equity
  $ 612,593     $ 563,132  
                 
 
The accompanying notes are an integral part of these financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC.
 
PARENT COMPANY STATEMENTS OF OPERATIONS
 
                         
                Period from
 
                November 23,
 
    Year Ended
    Year Ended
    2005 through
 
    December 31, 2007     December 31, 2006     December 31, 2005  
    (In thousands)  
 
Revenues
  $     $     $  
Operating costs and expenses
                 
Equity in net income of subsidiaries, net of tax
    6,575       1,075       831  
                         
Net income
  $ 6,575     $ 1,075     $ 831  
                         
 
The accompanying notes are an integral part of these financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC.
 
PARENT COMPANY STATEMENTS OF CASH FLOWS
 
                         
                Period from
 
                November 23,
 
    Year Ended
    Year Ended
    2005 through
 
(In thousands)   December 31, 2007     December 31, 2006     December 31, 2005  
 
Cash flow from operating activities:
                       
Net income
  $ 6,575     $ 1,075     $ 831  
Equity in net income of subsidiaries, net of tax
    (6,575 )     (1,075 )     (831 )
                         
Net cash provided by operating activities
                 
                         
Cash flow from investing activities:
                       
Investment in SS&C Technologies, Inc. 
                (381,000 )
                         
Net cash used in investing activities
                (381,000 )
                         
Cash flow from financing activities:
                       
Issuance of common stock
                381,000  
                         
Net cash provided by financing activities
                381,000  
                         
Effect of exchange rate changes on cash
                 
                         
Net (decrease) increase in cash and cash equivalents
                 
Cash and cash equivalents, beginning of period
                 
                         
Cash and cash equivalents, end of period
  $     $     $  
                         
Supplemental disclosure of cash flow information
                       
Interest paid
  $     $     $  
Income tax refunds, net of payments
  $     $     $  
Income taxes paid, net of refunds
  $     $     $  
 
The accompanying notes are an integral part of these financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC.

PARENT COMPANY STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Period November 23, 2005 through December 31, 2005 and the
Years Ended December 31, 2006 and 2007
 
                                                                 
    Common Stock                 Accumulated
                   
    Number
          Additional
          Other
          Total
    Total
 
    of Issued
          Paid-in
    Retained
    Comprehensive
    Treasury
    Stockholders’
    Comprehensive
 
    Shares     Amount     Capital     Earnings     Income     Stock     Equity     Income  
 
Successor
                                                               
Sale of common stock
    53,063     $ 531     $ 554,434     $     $     $     $ 554,965          
Net income
                      831                   831     $ 831  
Foreign exchange translation adjustment
                            1,232             1,232       1,232  
Change in unrealized gain on interest rate swaps, net of tax
                            105             105       105  
                                                                 
Total comprehensive income
                                                          $ 2,168  
                                                                 
Balance, at December 31, 2005
    53,063     $ 531     $ 554,434     $ 831     $ 1,337     $     $ 557,133          
Net income
                      1,075                   1,075     $ 1,075  
Foreign exchange translation adjustment
                            (273 )           (273 )     (273 )
Change in unrealized gain on interest rate swaps, net of tax
                            635             635       635  
                                                                 
Total comprehensive income
                                                          $ 1,437  
                                                                 
Stock-based compensation expense
                3,871                         3,871          
Issuance of common stock
    67       1       662                         663          
Exercise of options
    33             96                         96          
Purchase of common stock
                                  (68 )     (68 )        
                                                                 
Balance, at December 31, 2006
    53,163     $ 532     $ 559,063     $ 1,906     $ 1,699     $ (68 )   $ 563,132          
Net income
                      6,575                   6,575     $ 6,575  
Foreign exchange translation adjustment
                            34,490             34,490       34,490  
Change in unrealized gain on interest rate swaps, net of tax
                            (2,574 )           (2,574 )     (2,574 )
                                                                 
Total comprehensive income
                                                          $ 38,491  
                                                                 
Stock-based compensationexpense
                10,979                         10,979          
Exercise of options
    2             1                         1          
Purchase of common stock
                                  (10 )     (10 )        
                                                                 
Balance, at December 31, 2007
    53,165     $ 532     $ 570,043     $ 8,481     $ 33,615     $ (78 )   $ 612,593          
                                                                 
 
The accompanying notes are an integral part of these financial statements


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SS&C TECHNOLOGIES HOLDINGS, INC.
 
NOTES TO PARENT COMPANY FINANCIAL STATEMENTS
 
1.   Background and Basis of Presentation
 
SS&C Technologies Holdings, Inc. (“Holdings”) is the top-level holding company that conducts substantially all of its business operations through its direct and indirect subsidiaries. Holdings was incorporated in Delaware on July 26, 2005 in anticipation of the November 23, 2005 acquisition by its subsidiary, Sunshine Merger Corporation, of SS&C Technologies, Inc. Holdings had no operations prior to November 23, 2005, and accordingly, its results of operations and cash flows have only been presented for the post-acquisition period.
 
There are significant restrictions over Holdings’ ability to obtain funds from its direct and indirect subsidiaries through dividends, loans or advances. Accordingly, these condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, Holdings’ investments in its consolidated subsidiaries are presented under the equity method of accounting. These parent-only financial statements should be read in conjunction with Holdings’ audited annual consolidated financial statements included elsewhere in this prospectus.
 
Since its inception, no cash dividends have been paid to Holdings by any if its direct or indirect subsidiaries.
 
2.   Debt
 
Holdings has no direct outstanding debt obligations, but its direct and indirect subsidiaries do. For a discussion of the debt obligations of Holdings’ direct and indirect subsidiaries, see Note 6 of the notes to the audited annual consolidated financial statements included elsewhere in this prospectus.
 
3.   Commitments and Contingencies
 
Holdings has no direct commitments or contingencies, but its direct and indirect subsidiaries do. For a discussion of the commitments and contingencies of Holdings’ direct and indirect subsidiaries, see Note 12 of the notes to the audited annual consolidated financial statements included elsewhere in this prospectus.


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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 13.    Other Expenses of Issuance and Distribution.
 
The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc. filing fee and the NASDAQ Global Market listing fee.
 
         
Securities and Exchange Commission registration fee
  $ *  
Financial Industry Regulatory Authority, Inc. filing fee
    *  
NASDAQ Global Market listing fee
    *  
Printing and engraving expenses
    *  
Legal fees and expenses
    *  
Accountants’ fees and expenses
    *  
Director and officer liability insurance
    *  
Blue Sky fees and expenses
    *  
Transfer Agent’s fees and expenses
    *  
Miscellaneous
    *  
         
Total
  $ *  
         
 
 
* To be filed by amendment.
 
Item 14.    Indemnification of Directors and Officers.
 
Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our certificate of incorporation provides that no director shall be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duty as director, notwithstanding any provision of law imposing such liability, except to the extent that the Delaware General Corporation Law prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty.
 
Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with an action, suit or proceeding to which he or she is or is threatened to be made a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful, except that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
 
Our certificate of incorporation provides that we will indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, other than an action by or in the right of us, by reason of the fact that he or she is or was, or has agreed to become, a director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner,


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employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, all such persons being referred to as an indemnitee, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding and any appeal therefrom, if such indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, and, with respect to any criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.
 
Our certificate of incorporation provides that we will indemnify any indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of us to procure a judgment in our favor by reason of the fact that the indemnitee is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses, including attorneys’ fees, and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of the indemnitee in connection with such action, suit or proceeding, and any appeal therefrom, if the indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, our best interests, except that no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to us, unless a court determines that, despite such adjudication but in view of all of the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that any indemnitee has been successful, on the merits or otherwise, we will indemnify him or her against all expenses, including attorneys’ fees, actually and reasonably incurred in connection therewith. Expenses must be advanced to an indemnitee under certain circumstances.
 
We maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising out of claims based on acts or omissions in their capacities as directors or officers.
 
In any underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agree to indemnify, under certain conditions, us, our directors, our officers and persons who control us with the meaning of the Securities Act, as amended, against certain liabilities.
 
Item 15.    Recent Sales of Unregistered Securities.
 
Since inception, we have issued the following securities that were not registered under the Securities Act of 1933 (after giving effect to our 7.5-for-1 stock split of our common stock effective as of April 23, 2008):
 
(a)   Issuances of Capital Stock.
 
(1) On November 23, 2005, in connection with the Transaction, we issued (A) 36,866,782 shares of our common stock to Carlyle Partners IV, L.P. (an investment fund affiliated with Carlyle) and 1,488,930 shares of our common stock to CP IV Coinvestment, L.P. (an investment fund affiliated with Carlyle) for consideration of $381,000,000 and (B) 14,707,342 shares of our common stock to William C. Stone, our Chairman of the Board and Chief Executive Officer, in exchange for 3,921,958 shares of common stock of SS&C held by Mr. Stone.
 
(2) Between August and November, 2006, we sold an aggregate of 66,750 shares of restricted common stock at a price per share of $9.93 to certain of our employees pursuant to our 2006 equity incentive plan.
 
No underwriters were involved in the foregoing issuances of securities. The securities described in paragraph (a)(1) of Item 15 were issued to accredited investors in reliance upon the exemption from the registration requirements of the Securities Act, as set forth in Section 4(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The securities described in paragraph (a)(2) of Item 15 were issued pursuant to written compensatory plans or arrangements with our employees, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act.


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(b)   Stock Option Grants.
 
(1) Between August 9, 2006 and December 31, 2007, we granted stock options to purchase an aggregate of 9,148,732 shares of our common stock with exercise prices ranging from $9.93 to $13.19 per share, to employees, directors and consultants pursuant to our 2006 equity incentive plan.
 
(2) In connection with the Transaction, we assumed stock options granted to SS&C’s employees, directors and consultants pursuant to SS&C’s 1998 stock incentive plan and 1999 non-officer employee stock incentive plan that were automatically converted at the time of the Transaction into options to purchase an aggregate of 3,633,501 shares of our common stock with exercise prices ranging from $0.70 to $8.50 per share. An aggregate of 35,197 shares of our common stock have been issued upon the exercise of stock options for an aggregate consideration of $96,980 as of December 31, 2007.
 
The issuances of stock options and the shares of common stock issuable upon the exercise of the options described in this paragraph (b) of Item 15 were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(2) under the Securities Act, relative to transactions to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.
 
All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of capital stock described in this Item 15 included appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer.
 
Item 16.    Exhibits and Financial Statement Schedules.
 
(a)  Exhibits
 
         
Number
 
Description
 
  1 .1   Form of Underwriting Agreement
  2 .1†   Acquisition Agreement, dated February 25, 2005, by and between SS&C Technologies, Inc. and Financial Models Company Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 2, 2005 (File No. 000-28430)
  2 .2†   Purchase Agreement, dated February 28, 2005, by and among SS&C Technologies, Inc., EisnerFast LLC and EHS, LLC is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 3, 2005 (File No. 000-28430)
  2 .3†   Agreement and Plan of Merger, dated as of July 28, 2005, by and among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on July 28, 2005 (File No. 000-28430)
  2 .4†   Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 30, 2005 (File No. 000-28430)
  3 .1   Certificate of Incorporation of the Registrant, as amended
  3 .2   Bylaws of the Registrant, as amended
  3 .3   Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering)
  3 .4   Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering)
  4 .1   Indenture, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., the Guarantors named on the signature pages thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 11 3 / 4 % Senior Subordinated Notes due 2013, including the form of 11 3 / 4 % Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Inc’s Registration Statement on Form S-4, as amended (File No. 333-135139) (the “Form S-4”)


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Number
 
Description
 
  4 .2   First Supplemental Indenture, dated as of April 27, 2006, among Cogent Management Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 11 3 / 4 % Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4
  4 .3   Guarantee of 11 3 / 4 % Senior Subordinated Notes due 2013 by Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.3 to the Form S-4
  4 .4   Guarantee of 11 3 / 4 % Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to the Form S-4
  4 .5   Registration Rights Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and the Guarantors named therein, as Issuers, and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Initial Purchasers, is incorporated herein by reference to Exhibit 4.5 to the Form S-4
  4 .6   Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto is incorporated herein by reference to Exhibit 4.6 to the Form S-4
  4 .7   Joinder Agreement, dated as of November 23, 2005, executed by SS&C Technologies, Inc., Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.7 to the Form S-4
  4 .8   Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to the Form S-4
  4 .9*   Specimen certificate evidencing shares of common stock
  5 .1**   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
  10 .1   Credit Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., SS&C Technologies Canada Corp., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 10.1 to the Form S-4
  10 .2   Guarantee and Collateral Agreement, dated as of November 23, 2005, made by the Registrant, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Form S-4
  10 .3   CDN Guarantee and Collateral Agreement, dated as of November 23, 2005, made by SS&C Technologies Canada Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.3 to the Form S-4
  10 .4   Assumption Agreement, dated as of April 27, 2006, made by Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.4 to the Form S-4
  10 .5   Stockholders Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to the Form S-4
  10 .6   Registration Rights Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the Form S-4
  10 .7   Form of Service Provider Stockholders Agreement by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.7 to the Form S-4
  10 .8   Management Agreement, dated as of November 23, 2005, between the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.8 to the Form S-4

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Number
 
Description
 
  10 .9   SS&C Technologies, Inc. Management Rights Agreement, dated as of November 23, 2005, by and among Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., the Registrant and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 10.9 to the Form S-4
  10 .10   1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to the Form S-4
  10 .11   1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to the Form S-4
  10 .12   Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan is incorporated herein by reference to Exhibit 10.12 to the Form S-4
  10 .13   2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 15, 2006 (File No. 333-135139) (the “August 15, 2006 8-K”)
  10 .14   Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement
  10 .15   Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 2006 8-K
  10 .16   Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K
  10 .17   Employment Agreement, dated as of November 23, 2005, by and between William C. Stone and the Registrant is incorporated herein by reference to Exhibit 10.13 to the Form S-4
  10 .18   Description of Executive Officer Compensation Arrangements is incorporated herein by reference to Item 5.02 of SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 18, 2008 (File No. 333-135139)
  10 .19   Lease Agreement, dated September 23, 1997, by and between SS&C Technologies, Inc. and Monarch Life Insurance Company, as amended by First Amendment to Lease dated as of November 18, 1997, is incorporated herein by reference to Exhibit 10.15 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 000-28430)
  10 .20   Second Amendment to Lease, dated as of April 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.12 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-28430) (the “2004 10-K”)
  10 .21   Third Amendment to Lease, effective as of July 1, 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.13 to the 2004 10-K
  10 .22   Fourth Amendment to Lease, effective as of June 7, 2005, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership, is incorporated herein by reference to Exhibit 10.5 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 000-28430) (the “Q2 2005 10-Q”)
  10 .23   First Amendment, dated as of March 6, 2007, to the Credit Agreement, dated as of November 23, 2005, among SS&C Technologies, Inc., SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as administrative agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 9, 2007 (File No. 333-135139)
  10 .24   Lease Agreement, dated January 6, 1998, by and between Financial Models Company Inc. and Polaris Realty (Canada) Limited, as amended by First Amendment of Lease, dated as of June 24, 1998, and as amended by Second Lease Amending Agreement, dated as of November 13, 1998, is incorporated herein by reference to Exhibit 10.6 to the Q2 2005 10-Q
  10 .25*   Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership

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Number
 
Description
 
  10 .26   2008 Stock Incentive Plan
  10 .27   Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement
  10 .28   Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone
  10 .29   Amendment No. 1, dated April 22, 2008, to the Service Provider Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P.
  10 .30   Amendment No. 1, dated April 22, 2008, to the Management Agreement dated as of November 23, 2005, by and among the Registrant, William C. Stone and TC Group, L.L.C.
  21     Subsidiaries of the Registrant
  23 .1**   Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
  23 .2   Consents of PricewaterhouseCoopers LLP
  24 *   Powers of Attorney (included in the signature pages to this registration statement)
  99 .1*   Consent of Kenneth Daly
 
 
* Previously filed
 
** To be filed by amendment.
 
The Registrant hereby agrees to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.
 
Item 17.    Undertakings.
 
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
The undersigned registrant hereby undertakes that:
 
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 6 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut on April 24, 2008.
 
SS&C TECHNOLOGIES HOLDINGS, INC.
 
  By: 
/s/  William C. Stone
William C. Stone
Chairman of the Board and Chief Executive
Officer
 
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signatures
 
Title
 
Date
 
/s/  William C. Stone

William C. Stone
  Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
  April 24, 2008
         
/s/  Patrick J. Pedonti

Patrick J. Pedonti
  Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
  April 24, 2008
         
*

Normand A. Boulanger
  Director   April 24, 2008
         
*

William A. Etherington
  Director   April 24, 2008
         
*

Allan M. Holt
  Director   April 24, 2008
         
*

Todd R. Newnam
  Director   April 24, 2008
         
*

Claudius E. Watts IV
  Director   April 24, 2008
 
* By:   /s/ Patrick J. Pedonti
Patrick J. Pedonti
Attorney-in-fact


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EXHIBIT INDEX
 
         
Number
 
Description
 
  1 .1   Form of Underwriting Agreement
  2 .1†   Acquisition Agreement, dated February 25, 2005, by and between SS&C Technologies, Inc. and Financial Models Company Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 2, 2005 (File No. 000-28430)
  2 .2†   Purchase Agreement, dated February 28, 2005, by and among SS&C Technologies, Inc., EisnerFast LLC and EHS, LLC is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 3, 2005 (File No. 000-28430)
  2 .3†   Agreement and Plan of Merger, dated as of July 28, 2005, by and among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on July 28, 2005 (File No. 000-28430)
  2 .4†   Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by among the Registrant, Sunshine Merger Corporation and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 30, 2005 (File No. 000-28430)
  3 .1   Certificate of Incorporation of the Registrant, as amended
  3 .2   Bylaws of the Registrant, as amended
  3 .3   Form of Restated Certificate of Incorporation of the Registrant (to be effective upon the closing of this offering)
  3 .4   Form of Amended and Restated Bylaws of the Registrant (to be effective upon the closing of this offering)
  4 .1   Indenture, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., the Guarantors named on the signature pages thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 11 3 / 4 % Senior Subordinated Notes due 2013, including the form of 11 3 / 4 % Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Inc’s Registration Statement on Form S-4, as amended (File No. 333-135139) (the “Form S-4”)
  4 .2   First Supplemental Indenture, dated as of April 27, 2006, among Cogent Management Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 11 3 / 4 % Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4
  4 .3   Guarantee of 11 3 / 4 % Senior Subordinated Notes due 2013 by Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.3 to the Form S-4
  4 .4   Guarantee of 11 3 / 4 % Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to the Form S-4
  4 .5   Registration Rights Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and the Guarantors named therein, as Issuers, and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Initial Purchasers, is incorporated herein by reference to Exhibit 4.5 to the Form S-4
  4 .6   Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto is incorporated herein by reference to Exhibit 4.6 to the Form S-4
  4 .7   Joinder Agreement, dated as of November 23, 2005, executed by SS&C Technologies, Inc., Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.7 to the Form S-4
  4 .8   Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to the Form S-4
  4 .9*   Specimen certificate evidencing shares of common stock
  5 .1**   Opinion of Wilmer Cutler Pickering Hale and Dorr LLP


Table of Contents

         
Number
 
Description
 
  10 .1   Credit Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., SS&C Technologies, Inc., SS&C Technologies Canada Corp., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 10.1 to the Form S-4
  10 .2   Guarantee and Collateral Agreement, dated as of November 23, 2005, made by the Registrant, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Form S-4
  10 .3   CDN Guarantee and Collateral Agreement, dated as of November 23, 2005, made by SS&C Technologies Canada Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.3 to the Form S-4
  10 .4   Assumption Agreement, dated as of April 27, 2006, made by Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.4 to the Form S-4
  10 .5   Stockholders Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to the Form S-4
  10 .6   Registration Rights Agreement, dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the Form S-4
  10 .7   Form of Service Provider Stockholders Agreement by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.7 to the Form S-4
  10 .8   Management Agreement, dated as of November 23, 2005, between the Registrant, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.8 to the Form S-4
  10 .9   SS&C Technologies, Inc. Management Rights Agreement, dated as of November 23, 2005, by and among Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., the Registrant and SS&C Technologies, Inc. is incorporated herein by reference to Exhibit 10.9 to the Form S-4
  10 .10   1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to the Form S-4
  10 .11   1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to the Form S-4
  10 .12   Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan is incorporated herein by reference to Exhibit 10.12 to the Form S-4
  10 .13   2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 15, 2006 (File No. 333-135139) (the “August 15, 2006 8-K”)
  10 .14   Forms of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement
  10 .15   Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 2006 8-K
  10 .16   Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K
  10 .17   Employment Agreement, dated as of November 23, 2005, by and between William C. Stone and the Registrant is incorporated herein by reference to Exhibit 10.13 to the Form S-4
  10 .18   Description of Executive Officer Compensation Arrangements is incorporated herein by reference to Item 5.02 of SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 18, 2008 (File No. 333-135139)


Table of Contents

         
Number
 
Description
 
  10 .19   Lease Agreement, dated September 23, 1997, by and between SS&C Technologies, Inc. and Monarch Life Insurance Company, as amended by First Amendment to Lease dated as of November 18, 1997, is incorporated herein by reference to Exhibit 10.15 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 1997 (File No. 000-28430)
  10 .20   Second Amendment to Lease, dated as of April 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.12 to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-28430) (the “2004 10-K”)
  10 .21   Third Amendment to Lease, effective as of July 1, 1999, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.13 to the 2004 10-K
  10 .22   Fourth Amendment to Lease, effective as of June 7, 2005, between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership, is incorporated herein by reference to Exhibit 10.5 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 000-28430) (the “Q2 2005 10-Q”)
  10 .23   First Amendment, dated as of March 6, 2007, to the Credit Agreement, dated as of November 23, 2005, among SS&C Technologies, Inc., SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as administrative agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on March 9, 2007 (File No. 333-135139)
  10 .24   Lease Agreement, dated January 6, 1998, by and between Financial Models Company Inc. and Polaris Realty (Canada) Limited, as amended by First Amendment of Lease, dated as of June 24, 1998, and as amended by Second Lease Amending Agreement, dated as of November 13, 1998, is incorporated herein by reference to Exhibit 10.6 to the Q2 2005 10-Q
  10 .25*   Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership
  10 .26   2008 Stock Incentive Plan
  10 .27   Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement
  10 .28   Amendment No. 1, dated April 22, 2008, to the Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone
  10 .29   Amendment No. 1, dated April 22, 2008, to the Service Provider Stockholders Agreement dated as of November 23, 2005, by and among the Registrant, Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P.
  10 .30   Amendment No. 1, dated April 22, 2008, to the Management Agreement dated as of November 23, 2005, by and among the Registrant, William C. Stone and TC Group, L.L.C.
  21     Subsidiaries of the Registrant
  23 .1**   Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
  23 .2   Consents of PricewaterhouseCoopers LLP
  24 *   Powers of Attorney (included in the signature pages to this registration statement)
  99 .1*   Consent of Kenneth Daly
 
 
* Previously filed
 
** To be filed by amendment.
 
The Registrant hereby agrees to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.

 

Exhibit 1.1
[                      ] Shares
SS&C TECHNOLOGIES HOLDINGS, INC.
COMMON STOCK ($0.01 PAR VALUE PER SHARE)
UNDERWRITING AGREEMENT
[                      ] [     ], 2008

 


 

[                      ] [     ], 2008
Morgan Stanley & Co. Incorporated
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
Jefferies & Company, Inc.
Wachovia Capital Markets, LLC
As Representatives of the
    Several Underwriters listed in
    Schedule I hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Credit Suisse Securities (USA) LLC
11 Madison Ave.
New York, New York 10010
c/o J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172
c/o Jefferies & Company, Inc.
520 Madison Ave., 7 th Floor
New York, New York 10022
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Ladies and Gentlemen:
     SS&C Technologies Holdings, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to the several Underwriters named in Schedule II to this Agreement (the “ Underwriters ”), for whom you are acting as Representatives, and certain stockholders of the Company (the “ Selling Stockholders ”) named in Schedule I to this Agreement, severally propose to sell to the several Underwriters, an aggregate of [                      ] shares of the common stock ($0.01 par value per share) of the Company (the “ Firm Shares ”), of which [                      ] shares are to be issued and sold by the Company and [                      ] shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule I hereto.
     The Company also proposes to sell to the several Underwriters not more than an additional [                      ] shares of the Company’s common stock ($0.01 par value per share) (the “ Additional Shares ”), if and to the extent that you shall have determined to exercise, on behalf of

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the Underwriters, the right to purchase such shares of the Company’s common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “ Shares .” The shares of common stock ($0.01 par value per share) of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “ Common Stock .” The Company and the Selling Stockholders are hereinafter sometimes collectively referred to as the “ Sellers .”
     The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1 (File No. 333-143719), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “ Securities Act ”), is hereinafter referred to as the “ Registration Statement ”; the prospectus in the form first used to confirm sales of Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “ Prospectus .” If the Company has filed an abbreviated registration statement to register additional shares of Common Stock pursuant to Rule 462(b) under the Securities Act (the “ Rule 462 Registration Statement ”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.
     For purposes of this Agreement, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, “ preliminary prospectus ” means any preliminary prospectus relating to the Shares included in the Registration Statement, “ Time of Sale Prospectus ” means the preliminary prospectus together with the free writing prospectuses, if any, and the term sheets communicated pursuant to Rule 134 under the Securities Act, if any, each as identified in Schedule III hereto, and “ broadly available road show ” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein.
     1.  Representations and Warranties of the Company . The Company represents and warrants to and agrees with each of the Underwriters that:
     (a) The Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Company, threatened by the Commission.
     (b) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5 ), the Time of Sale Prospectus, as then amended or supplemented by the

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Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter furnished to the Company in writing by any Underwriter through you expressly for use therein.
     (c) The Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
     (d) The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.
     (e) Each subsidiary of the Company has been duly organized, is validly existing as an entity in good standing under the laws of the jurisdiction of its organization, has the power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares of capital stock or equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable (to the extent legally applicable) and, except as disclosed in the Time of Sale Prospectus and except for directors’ qualifying shares, are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims.

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     (f) This Agreement has been duly authorized, executed and delivered by the Company.
     (g) The authorized capital stock of the Company conforms as to legal matters in all material respects to the description thereof contained in each of the Time of Sale Prospectus and the Prospectus.
     (h) The shares of Common Stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non assessable.
     (i) The Shares to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights.
     (j) The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the issue and sale of the Shares being delivered by the Company and the consummation of the transactions herein contemplated will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by-laws of the Company, (iii) any agreement or other instrument binding upon the Company or any of its subsidiaries or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary, except in the case of clauses (iii) and (iv), for any such contravention that would not affect the validity of the Shares or otherwise be materially adverse to the Company and its subsidiaries, taken as a whole, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the offer and sale of the Shares.
     (k) There has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, management, financial position, stockholders equity or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus.
     (l) There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

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     (m) Each preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.
     (n) The Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.
     (o) The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.
     (p) There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a material adverse effect on the Company and its subsidiaries, taken as a whole.
     (q) Except as disclosed in the Time of Sale Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include such securities with the Shares registered pursuant to the Registration Statement.
     (r) Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries, taken as a whole, have not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and its subsidiaries, taken as a whole, except in each case as disclosed in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.
     (s) Neither the Company nor any of its subsidiaries owns any material real property. The Company and its subsidiaries have good and valid title to all personal property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in

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each case free and clear of all liens, encumbrances and defects except such as are disclosed in the Time of Sale Prospectus or such as do not materially affect the value of such property and do not interfere materially with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere materially with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as disclosed in the Time of Sale Prospectus.
     (t) Except as disclosed in the Time of Sale Prospectus, the Company and its subsidiaries own, possess or have the right to use all material patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other similar intellectual property rights currently employed by them in connection with the business now operated by them, and, except as disclosed in the Time of Sale Prospectus, neither the Company nor any of its subsidiaries has received any written or, to the knowledge of the Company’s officers, oral notice of infringement of or conflict with rights of others with respect to any of the foregoing that, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole; except as disclosed in the Time of Sale Prospectus, the Company and its subsidiaries have taken all reasonable steps necessary to secure from their employees and contractors assignment of all rights of such persons in any intellectual property rights of the Company and its subsidiaries; except as disclosed in the Time of Sale Prospectus, the Company has no knowledge of any infringement or unauthorized use by any third party of any intellectual property rights of the Company and its subsidiaries, except for any such infringement or unauthorized use that would not have a material adverse effect on the Company and it subsidiaries, taken as a whole; except as disclosed in the Time of Sale Prospectus, the Company is not aware of outstanding options, licenses or agreements that grant to any third parties rights under any intellectual property rights of the Company and its subsidiaries which are required to be set forth in the Time of Sale Prospectus; the Company and its subsidiaries have taken reasonable measures to prevent the unauthorized dissemination or publication of their confidential information and, to the extent contractually required to do so, the confidential information of third parties in their possession.
     (u) No material labor dispute with the employees of the Company or any of its subsidiaries exists, except as disclosed in the Time of Sale Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.
     (v) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes to be prudent and customary in the businesses in which they are engaged; neither the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain

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similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as disclosed in the Time of Sale Prospectus.
     (w) The Company and its subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, other than such certificates, authorizations and permits the failure to so possess would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole, and neither the Company nor any of its subsidiaries has received any written notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole, except as disclosed in the Time of Sale Prospectus.
     (x) The Company and each of its subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
     (y) Upon effectiveness of the Registration Statement, the Company will implement disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) that have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; the Company has no reason to believe that, upon the effectiveness of the Registration Statement, such disclosure controls and procedures will not be effective and in material compliance with the requirements of the Exchange Act.
     (z) Except as disclosed in the Registration Statement or the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
     (aa) To the Company’s knowledge, PricewaterhouseCoopers LLP, who have certified certain financial statements of the Company and its subsidiaries, are independent public

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accountants as required by the Securities Act and the rules and regulations of the Commission thereunder.
     (bb) The consolidated financial statements and schedules of the Company, and the related notes thereto, included in the Registration Statement and the Prospectus present fairly in all material respects the financial position of the Company as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of the Company for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles applied on a consistent basis as certified by the independent public accountants named in paragraph (aa) above; except for the financial statements of Zoologic, Inc. and Financial Models Company Inc., whose omission has not raised an objection from the staff of the Division of Corporation Finance of the Commission, no other financial statements or schedules are required to be included in the Registration Statement; and the selected financial data set forth in the Prospectus under the captions “Summary Consolidated Financial Data” “Capitalization” and “Selected Consolidated Financial Data” fairly present in all material respects the information set forth therein on the basis stated in the Registration Statement.
     (cc) The Company meets the standards of eligibility to register on Form S-1.
     (dd) Other than SS&C Technologies, Inc., Open Information Systems, Inc., OMR Systems Corporation, SS&C Technologies Canada Corp., SS&C Technologies Limited and SS&C Fund Administration Services LLC, there are no subsidiaries of the Company that constitute “significant subsidiaries” as defined in Rule 1-02 of Regulation S-X (it being acknowledged and agreed that the Company is making no representation or warranty that the subsidiaries referred to in this paragraph (dd) are “significant subsidiaries” as defined in Rule 1-02 of Regulation S-X).
     (ee) The statistical and market-related data contained in the Time of Sale Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they were derived.
     (ff) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, which payment, receipt or retention of funds or other violation is of a character required to be disclosed in the Time of Sale Prospectus and the Prospectus.
     (gg) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder

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and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
     (hh) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“ OFAC ”); and the Company will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.
     2.  Representations and Warranties of the Selling Stockholders . Each Selling Stockholder severally and not jointly represents and warrants to and agrees with each of the Underwriters that:
     (a) This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling Stockholder.
     (b) The execution and delivery by such Selling Stockholder of, and the performance by such Selling Stockholder of its obligations under, this Agreement, the Custody Agreement signed by such Selling Stockholder and the Company, as Custodian, relating to the deposit of the Shares to be sold by such Selling Stockholder (the “ Custody Agreement ”) and the Power of Attorney appointing certain individuals as such Selling Stockholder’s attorneys in fact to the extent set forth therein, relating to the transactions contemplated hereby and by the Registration Statement (the “ Power of Attorney ”) will not contravene (i) any provision of applicable law, (ii) the certificate of incorporation or by laws of such Selling Stockholder (if such Selling Stockholder is a corporation), (iii) any agreement or other instrument binding upon such Selling Stockholder or (iv) any judgment, order or decree of any governmental body, agency or court having jurisdiction over such Selling Stockholder, except in the case of clauses (i), (iii) and (iv), for any such contravention that would not reasonably be expected to impair in any material respect the consummation of such Selling Stockholder’s obligations hereunder.
     (c) On the Closing Date such Selling Stockholder will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Shares to be sold by such Selling Stockholder or a security entitlement in respect of such Shares.
     (d) The Custody Agreement and the Power of Attorney have been duly authorized, executed and delivered by such Selling Stockholder and are valid and binding agreements of such Selling Stockholder.

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     (e) Delivery of the Shares to be sold by such Selling Stockholder and payment therefor pursuant to this Agreement will pass valid title to such Shares, free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code, to each Underwriter who has purchased such Shares without notice of an adverse claim.
     (f) Such Selling Stockholder is not prompted by any information concerning the Company or its subsidiaries that is not set forth in the Time of Sale Prospectus to sell its Shares pursuant to this Agreement.
     (g) (i) The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 5 ), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (iii) the Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to each Selling Stockholder, the representations and warranties set forth in this paragraph 2(g) are limited to statements and omissions made in reliance upon information relating to such Selling Stockholder furnished to the Company in writing in connection with the preparation of the disclosure required by Items 7 and 11(m) of Form S-1 by such Selling Stockholder expressly for use in the Registration Statement, the Time of Sale Prospectus and the Prospectus or any amendments or supplements thereto.
     (h) Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, such Selling Stockholder, including such Selling Stockholder’s agents and representatives, has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
     3.  Agreements to Sell and Purchase . Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $[___] a share (the “ Purchase Price ”) the number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.
     On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [                      ] Additional Shares at the Purchase Price. The Representatives may exercise this right on

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behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering over allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “ Option Closing Date ”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares.
     The Company hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock.
     The restrictions contained in the preceding paragraph shall not apply to (a) the Shares to be sold hereunder, (b) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and disclosed in the Time of Sale Prospectus or of which the Underwriters have been advised in writing, (c) the issuance by the Company of shares or options to purchase shares of Common Stock pursuant to the Company’s equity plans disclosed in the Prospectus, (d) the filing by the Company of any Registration Statement on Form S-8 or a successor form thereto or (e) the issuance by the Company of up to [                      ] shares of Common Stock in connection with any acquisition, collaboration or other strategic transaction involving the Company or any of its subsidiaries, provided that the recipients thereof execute a lock-up agreement substantially in the form of Exhibit A hereto. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify the Representatives of any earnings release, news or event that may give rise to an extension of the initial 180-day restricted period.

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     4.  Terms of Public Offering . The Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Sellers are further advised by you that the Shares are to be offered to the public initially at $[                      ] a share (the “ Public Offering Price ”) and to certain dealers selected by you at a price that represents a concession not in excess of $[                      ] a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $[                      ] a share, to any Underwriter or to certain other dealers.
     5.  Payment and Delivery . Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [                      ] [     ], 2008, or at such other time on the same or such other date, not later than [                      ] [     ], 2008, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the “ Closing Date .”
     Payment for any Additional Shares shall be made to the Company in Federal or other funds immediately available in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 3 or at such other time on the same or on such other date, in any event not later than [                      ] [     ], 2008, as shall be designated in writing by you.
     The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor.
     6.  Conditions to the Underwriters’ Obligations . The obligations of the Sellers to sell the Shares to the Underwriters and the several obligations of the Underwriters to purchase and pay for the Shares on the Closing Date are subject to the condition that the Registration Statement shall have become effective not later than 5:00 p.m. (New York City time) on the date hereof.
     The several obligations of the Underwriters are subject to the following further conditions:
     (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
     (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible

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change that does not indicate the direction of the possible change, in the rating accorded any of the securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and
     (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Time of Sale Prospectus (excluding any amendments or supplements thereto) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus.
     (b) The Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 6(a)(i) above and to the effect that the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.
     (c) The Underwriters shall have received on the Closing Date an opinion of Wilmer Cutler Pickering Hale and Dorr LLP, outside counsel for the Company, dated the Closing Date, in the form attached hereto as Exhibit B .
     (d) Stephen V.R. Whitman, Esq., general counsel to the Company, shall have furnished to you his written opinion, dated as the Closing Date, in form and substance satisfactory to you, to the effect that the issue and sale of the Shares being delivered by the Company and the compliance by the Company with all of the provisions of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or by which any of the property or assets of the Company or any of its subsidiaries is subject.
     (e) The Underwriters shall have received on the Closing Date an opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel for the Selling Stockholders, dated the Closing Date, in the form attached hereto as Exhibit C .
     (f) The Underwriters shall have received on the Closing Date an opinion of Ropes & Gray LLP, counsel for the Underwriters, dated the Closing Date, covering the matters referred to in Sections 4, 5, 8 (but only as to the statements in each of the Time of Sale Prospectus and the Prospectus under “Description of Capital Stock” and “Underwriting”) and paragraphs (a) and (b) of the form of opinion attached hereto as Exhibit B .

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     With respect to paragraphs (a), (b), (c) and (d) of the form of opinion attached hereto as Exhibit B , Wilmer Cutler Pickering Hale and Dorr LLP, and with respect to paragraphs (a) and (b) of the form of opinion attached hereto as Exhibit B , Ropes & Gray LLP, and, with respect to Section 6 of the form of opinion attached hereto as Exhibit C , Wilmer Cutler Pickering Hale and Dorr LLP, may state that their opinions and beliefs are based upon their participation in the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus and any amendments or supplements thereto and review and discussion of the contents thereof, but are without independent check or verification, except as specified. With respect to the opinions in the third sentence of paragraph one and the third sentence of paragraph two of the form of opinion attached hereto as Exhibit B , Wilmer Cutler Pickering Hale and Dorr LLP may rely upon an opinion or opinions of counsel for such subsidiaries; provided that (A) each such counsel for such subsidiaries is reasonably satisfactory to your counsel and (B) a copy of each opinion so relied upon is delivered to you and is in form and substance reasonably satisfactory to your counsel.
     The opinions of Wilmer Cutler Pickering Hale and Dorr LLP described in Sections 6(c) and 6(e) above (and any opinions of counsel for any Selling Stockholder referred to in the immediately preceding paragraph) shall be rendered to the Underwriters at the request of the Company or one or more of the Selling Stockholders, as the case may be, and shall so state therein.
     (g) The Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof.
     (h) The “lock up” agreements, each substantially in the form of Exhibit A hereto, between you and certain stockholders (including the Selling Stockholders), officers and directors of the Company relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to you on or before the date hereof, shall be in full force and effect on the Closing Date.
     (i) The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable Option Closing Date of such documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares.
     7.  Covenants of the Company . The Company covenants with each Underwriter as follows:
     (a) To furnish to you, without charge, a signed copy of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter that so requests a

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conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period mentioned in Sections 7(e) or 7(f) below, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
     (b) Before amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.
     (c) To furnish to you a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed free writing prospectus to which you reasonably object.
     (d) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder.
     (e) If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
     (f) If, during such period after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you will furnish to

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the Company) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.
     (g) To endeavor to qualify the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; provided that in no event shall the Company or any of its subsidiaries be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits in any jurisdiction where it is not now subject or to subject itself to taxation in excess of a nominal amount in respect of doing business in any jurisdiction.
     (h) To make generally available to the Company’s security holders and to you as soon as practicable an earning statement covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
     8.  Expenses . Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer and sale of the Shares under state securities laws and all expenses in connection with the qualification of the Shares for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the offering of the Shares by the National Association of Securities Dealers, Inc., (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Stock and all costs and expenses incident to listing the Shares on the NASDAQ Global Market, (vi) the cost of printing certificates representing the Shares, (vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses

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associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and half of the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section 8 . It is understood, however, that except as provided in this Section 8 , Section 10 entitled “Indemnity and Contribution” and the last paragraph of Section 12 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and any advertising expenses connected with any offers they may make and travel and lodging expenses of the representatives of the Underwriters in connection with the road show. In addition, the Underwriters will pay half of the cost of any aircraft chartered in connection with the road show.
     The provisions of this Section 8 shall not supersede or otherwise affect any agreement that the Sellers may otherwise have for the allocation of such expenses among themselves.
     9.  Covenants of the Underwriters . Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
     10.  Indemnity and Contribution . (a) The Company agrees to indemnify and hold harmless each Underwriter, its directors and officers, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.
     (b) Each of the Selling Stockholders, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its directors and officers, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including,

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without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use in preparation of the disclosure required by Items 7 and 11(m) of Form S-1. The liability of each Selling Stockholder under the indemnity agreement contained in this paragraph shall be limited to an amount equal to (i) the number of Shares sold by such Selling Stockholder under this Agreement multiplied by (ii) the Public Offering Price (minus the related underwriting discounts and commissions).
     (c) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Selling Stockholders, the directors of the Company, the officers of the Company who sign the Registration Statement and each person, if any, who controls the Company or any Selling Stockholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only with reference to information relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus or the Prospectus or any amendment or supplement thereto.
     (d) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 10(a) , 10(b) or 10(c) , such person (the “ indemnified party ”) shall promptly notify the person against whom such indemnity may be sought (the “ indemnifying party ”) in writing; provided that (1) the failure to notify the indemnifying party shall not relieve it from any liability it may have under such Sections except to the extent it has been materially prejudiced through the forfeiture of substantive rights or defenses by such failure and (2) the failure to notify the indemnifying party shall not relieve it from any liability it may have to an indemnified party otherwise than under this Section 10 . The indemnifying party, upon request of the indemnified

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party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of either such Section and (iii) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Selling Stockholders and all persons, if any, who control any Selling Stockholder within the meaning of either such Section, and that all such reasonably incurred fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by Morgan Stanley & Co. Incorporated. In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. In the case of any such separate firm for the Selling Stockholders and such control persons of any Selling Stockholders, such firm shall be designated in writing by the persons named as attorneys in fact for the Selling Stockholders under the Powers of Attorney. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the first and second sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
     (e) To the extent the indemnification provided for in Section 10(a) , 10(b) or 10(c) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or

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liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party or parties on the other hand from the offering of the Shares or (ii) if the allocation provided by clause 10(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause 10(e)(i) above but also the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Sellers on the one hand and the Underwriters on the other hand in connection with the offering of the Shares shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Shares (before deducting expenses) received by each Seller and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Shares. The relative fault of the Sellers on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Sellers or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 10 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The liability of each Selling Stockholder under the contribution agreement contained in this paragraph is several in proportion to the respective number of Shares such Selling Stockholder has sold hereunder and shall be limited to an amount equal to (i) the number of Shares sold by such Selling Stockholder under this Agreement multiplied by (ii) the Public Offering Price (minus the related underwriting discounts and commissions).
     (f) The Sellers and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Sellers or the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 10(e) . The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 10(e) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 10 , no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

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     (g) The indemnity and contribution provisions contained in this Section 10 and the representations, warranties and other statements of the Company and the Selling Stockholders contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, any Selling Stockholder or any person controlling any Selling Stockholder, or the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Shares.
     11.  Termination . The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspended on any exchange or in any over the counter market, (iii) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.
     12.  Effectiveness; Defaulting Underwriters . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
     If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one tenth of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth opposite their respective names in Schedule II bears to the aggregate number of Firm Shares set forth opposite the names of all such non defaulting Underwriters, or in such other proportions as you may specify, to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one ninth of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than one tenth of the aggregate number of Firm Shares to be purchased on such date, and arrangements satisfactory to you, the Company and the Selling Stockholders for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non defaulting Underwriter, the Company or the Selling Stockholders. In any such case either you or the

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relevant Sellers shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Shares to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional Shares that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
     If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of any Seller to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason any Seller shall be unable to perform its obligations under this Agreement, the Sellers will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out of pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.
     13.  Entire Agreement . (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Company and the Selling Stockholders, on the one hand, and the Underwriters, on the other, with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares.
     (b) The Company acknowledges that in connection with the offering of the Shares: (i) the Underwriters have acted at arms length, are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares.
     14.  Applicable Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
     15.  Headings . The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
     16.  Notices . All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of each of the Representatives: Morgan Stanley & Co. Incorporated, 1585 Broadway, New York, New

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York 10036; Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York 10010; J.P. Morgan Securities Inc., 277 Park Avenue, New York, New York 10172, Jefferies & Company, Inc., 520 Madison Avenue, 7th Floor, New York, New York 10022, Wachovia Capital Markets, LLC, One Wachovia Center, 301 South College Street, Charlotte, North Carolina 28288, in each case, Attention: Equity Syndicate Desk, with a copy to Ropes & Gray LLP, One International Place, Boston, Massachusetts 02110, attention Christopher J. Austin; and if to the Company shall be delivered, mailed or sent to SS&C Technologies Holdings, Inc., 80 Lamberton Road, Windsor, Connecticut 06095, Attention: Chief Executive Officer, with a copy to the General Counsel and a copy to Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109, Attention: James R. Burke.
     17.  Counterparts . This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
[Remainder of page intentionally left blank]

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  Very truly yours,

SS&C Technologies Holdings, Inc.
 
 
  By:      
    Name:      
    Title:      
 
The Selling Stockholders named in Schedule I hereto,
acting severally
       
By:
     
 
 
Attorney-in Fact
   
Accepted as of the date hereof
Morgan Stanley & Co. Incorporated
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
Jefferies & Company, Inc.
Wachovia Capital Markets, LLC
Acting severally on behalf of themselves and the several
Underwriters named in Schedule II hereto
By: Morgan Stanley & Co. Incorporated
                 
By:
               
 
 
 
Name:
           
 
  Title:            
 
               
By: Credit Suisse Securities (USA) LLC       By: J.P. Morgan Securities Inc.
 
               
By:
          By:    
 
               
 
  Name:           Name:
 
  Title:           Title:
[Signature Page to Underwriting Agreement]

 


 

                 
By: Jefferies & Company, Inc.       By: Wachovia Capital Markets, LLC
 
               
By:
          By:    
 
               
 
  Name:           Name:
 
  Title:           Title:
[Signature Page to Underwriting Agreement]

 


 

SCHEDULE I
Selling Stockholders
     
    Number of
    Firm Shares
Selling Stockholder   To Be Sold
[                      ]
  [                      ]
Total:
  [                      ]

I-1


 

SCHEDULE II
Underwriters
                 
    Number of   Number of
    Firm Shares   Additional Shares
Underwriter   To Be Purchased   To Be Purchased
Morgan Stanley & Co. Incorporated
    [                      ]       [                      ]  
 
Credit Suisse Securities (USA) LLC
    [                      ]       [                      ]  
 
               
J.P. Morgan Securities Inc.
    [                      ]       [                      ]  
 
               
Jefferies & Company, Inc.
    [                      ]       [                      ]  
 
               
Wachovia Capital Markets, LLC
    [                      ]       [                      ]  
 
               
Total:
    [                      ]       [                      ]  
 
               

II-1


 

SCHEDULE III
Time of Sale Prospectus
1. Preliminary Prospectus issued [date]
2. [any/all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act]
3. [free writing prospectus containing a description of terms that does not reflect final terms, if the Time of Sale Prospectus does not include a final term sheet]
4. [orally communicated pricing information to be included if final term sheet is not used]

III-1


 

EXHIBIT A
Form of Lock-up Agreement
                                          , 2008
Morgan Stanley & Co. Incorporated
Credit Suisse Securities (USA) LLC
J.P. Morgan Securities Inc.
Jefferies & Company, Inc.
Wachovia Capital Markets, LLC
As Representatives of the
   several Underwriters
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
c/o Credit Suisse Securities (USA) LLC
11 Madison Ave.
New York, New York 10010
c/o J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172
c/o Jefferies & Company, Inc.
520 Madison Ave., 7 th Floor
New York, New York 10022
c/o Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street
Charlotte, North Carolina 28288
Dear Ladies and Gentlemen:
     The undersigned understands that Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”), Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc., Jefferies & Company, Inc. and Wachovia Capital Markets, LLC (together, the “ Representatives ”) propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with SS&C Technologies Holdings, Inc., a Delaware corporation formerly known as Sunshine Acquisition Corporation (the “ Company ”), providing for the initial public offering (the “ Public Offering ”) of shares (the “ Shares ”) of the common stock ($0.01 par value per share) of the Company (the

A-1


 

Common Stock ”) by the several Underwriters, including the Representatives (the “ Underwriters ”).
     To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it or he will not, during the period commencing on the date hereof and ending 180 days after the date of the final prospectus relating to the Public Offering (the “ Prospectus ”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the Public Offering or shares of Common Stock acquired in the Public Offering, (b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, (c) transfers to family members or to trusts for the benefit of the undersigned or family members of the undersigned, in each case, for estate planning purposes, (d) distributions of shares of Common Stock or any security convertible into or exercisable for Common Stock to partners, members or stockholders of the undersigned, (e) the entrance into a written trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), provided that no sales are made pursuant to such trading plan during the restricted period contemplated by this agreement, (f) the exercise of an option to purchase shares of Common Stock granted under a stock incentive plan or stock purchase plan of the Company described in the Prospectus or the acceptance of restricted stock awards from the Company and disposition of shares of restricted stock to the Company pursuant to the terms of such plan, or (g) the sale of shares to the Underwriters in connection with the Public Offering; provided that (i) in the case of any transfer or distribution pursuant to clauses (b) through (d), each transferee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) in the case of any transaction, transfer, distribution or option exercise pursuant to clauses (a)-(d) or (f), no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made in connection with such transaction, transfer, distribution or option exercise during the restricted period referred to in the foregoing sentence. In addition, notwithstanding the foregoing, each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. may transfer its shares of Common Stock to any of its (x) subsidiaries, (y) affiliates, including any other investment fund managed by The Carlyle Group, or (z) any of the partners of such partnership or any of the partners of the general partner of such partnership; provided that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such shares subject to the provisions of this agreement and there shall be no further transfer of such shares except in accordance with this agreement, and provided further that any such transfer shall not involve a disposition for value. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the period

A-2


 

commencing on the date hereof and ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock, other than with respect to the Public Offering. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions.
     If:
     1. during the last 17 days of the 180-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or
     2. prior to the expiration of the 180-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day restricted period;
     the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.
     The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
     Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.
     This agreement shall automatically terminate upon the earliest to occur, if any, of: (1) either the Representatives advising the Company in writing that they have determined not to proceed with the Public Offering, or the Company advising the Representatives in writing that it has determined not to proceed with the Public Offering and, if a registration statement relating thereto has been filed with the Securities and Exchange Commission, the Company has withdrawn such registration statement, in each case, prior to the execution of the Underwriting Agreement, (2) termination of the Underwriting Agreement before the sale of any shares of Common Stock to the Underwriters and (3) June 30, 2008, in the event that the Public Offering has not been consummated by that date.
         
 
  Very truly yours,    
 
       
 
 
 
(Signature)
   

A-3


 

         
 
 
 
(Printed name)
   
 
       
 
 
 
   
 
       
 
 
 
(Address)
   

A-4


 

EXHIBIT B
Form of Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
1. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business and to own, lease and operate its properties, as such business and properties are described in the Time of Sale Prospectus and the Prospectus. SS&C Technologies, Inc. (“ SS&C ”) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware and has the corporate power and authority to carry on its business and to own, lease and operate its properties, as such business and properties are described in the Time of Sale Prospectus and the Prospectus. Each of Open Information Systems, Inc., OMR Systems Corporation, SS&C Technologies Canada Corp., SS&C Technologies Limited and SS&C Fund Administration Services LLC has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation and has the corporate power and authority to carry on its business and to own, lease and operate its properties, as such business and properties are described in the Time of Sale Prospectus and the Prospectus.
2. The Company is duly qualified and is in good standing as a foreign corporation authorized to do business in the jurisdictions set forth on a schedule to such opinion. SS&C is duly qualified and is in good standing as a foreign corporation authorized to do business in the jurisdictions set forth on a schedule to such opinion. Each of Open Information Systems, Inc., OMR Systems Corporation, SS&C Technologies Canada Corp., SS&C Technologies Limited and SS&C Fund Administration Services LLC is duly qualified to transact business and is in good standing in the jurisdictions set forth on a schedule to such opinion.
3. All the issued shares of Common Stock, including [                      ] outstanding Shares to be sold by the Selling Stockholders, have been duly authorized and are validly issued, fully paid and non-assessable. The [                      ] Shares to be sold by the Selling Stockholders that are to be issued upon exercise of outstanding options immediately prior to the consummation of the transactions contemplated by this Agreement have been duly authorized and, when issued and paid for in accordance with the terms of the applicable options, will be validly issued, fully paid and non-assessable. All the issued shares of capital stock of SS&C have been duly authorized and are validly issued, fully paid and non-assessable, and are owned of record by the Company or one of its subsidiaries, to the knowledge of such counsel and except as set forth in the Time of Sale Prospectus or the Prospectus, free and clear of all liens, encumbrances, equities or claims.
4. The Shares to be sold by the Company have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided by this Agreement, will be validly issued, fully paid and non assessable, and the issuance of such Shares will not be subject to any preemptive rights under the Delaware General Corporation Law statute or the Company’s Certificate of Incorporation or similar contractual rights granted by the Company pursuant to any contract or agreement that has been filed as an exhibit to the Registration Statement.
5. This Agreement has been duly authorized, executed and delivered by the Company.

B-1


 

6. Except as may be required under the Securities Act and the rules and regulations of the Commission thereunder and the Exchange Act and the rules and regulations of the Commission thereunder, no authorization, approval, consent or order of, or qualification with, any United States federal or Massachusetts state governmental authority or agency is necessary for the issuance, sale and delivery of Shares by the Company to the Underwriters pursuant to this Agreement.
7. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated thereby will not (A) conflict with or constitute a breach of any of the terms or provisions of the Company’s Certificate of Incorporation or By-laws or any agreement or other instrument to which the Company or any of its subsidiaries is a party and that is filed as an exhibit to the Registration Statement or (B) violate or conflict with any United States federal or Massachusetts state law, rule or regulation that in the experience of such counsel is normally applicable in transactions of the type contemplated by this Agreement, the Delaware General Corporation Law statute, or any judgment, order or decree specifically naming the Company of which such counsel is aware.
8. The statements in the Time of Sale Prospectus and the Prospectus under the captions “Underwriting” (but only with respect to paragraphs 1, 2, 4, 9, 10, 11 and 13 thereof) and “Description of Capital Stock” and in Items 14 and 15 of Part II of the Registration Statement, insofar as such statements constitute matters of law or legal conclusions or summarize the terms of agreements, are correct in all material respects.
9. The Company is not and, after giving effect to the offering and sale of Shares and the application of the net proceeds thereof as described in the Prospectus, will not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.
In addition to the opinions provided above, such counsel shall confirm to you as follows: In the course of acting as counsel for the Company in connection with the preparation of the Registration Statement, the Time of Sale Prospectus and the Prospectus, such counsel has participated in conferences with officers and other representatives of the Company, representatives of and counsel for the Selling Stockholders, representatives of and counsel for the Underwriters and representatives of the registered independent public accounting firm of the Company, during which the contents of the Registration Statement, the Time of Sale Prospectus and the Prospectus were discussed. While the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process are such that such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus (except to the extent expressly set forth in paragraph 8 above), subject to the foregoing and based on such participation and discussions:
(a)   the Registration Statement, as of its effective date, and the Prospectus, as of the date thereof (except for the financial statements, including the notes and schedules thereto, and other financial and accounting data included therein or omitted therefrom, as to which such counsel need not express a view), appear on their face to be appropriately responsive in all material respects to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder;

B-2


 

(b)   no facts have come to the attention of such counsel that have caused such counsel to believe that (i) the Registration Statement, as of its effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as set forth in the parenthetical in clause (a) above), (ii) the Time of Sale Prospectus, as of the Time of Sale (as defined in such opinion), contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as set forth in the parenthetical in clause (a) above) or (iii) the Prospectus, as of its date or as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as set forth in the parenthetical in clause (a) above);
 
(c)   such counsel is not aware of any contract or other document of a character required by the Securities Act and the applicable rules and regulations of the Commission thereunder to be filed as an exhibit to the Registration Statement that is not so filed; and
 
(d)   such counsel is not aware of any action, proceeding or litigation pending, contemplated or threatened against the Company before any court or governmental or administrative agency or body that is required by the Securities Act or the rules and regulations thereunder to be described in the Registration Statement or the Prospectus that is not so described.

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EXHIBIT C
Form of Opinion of Counsel for the Selling Stockholders
1. Each of the Custody Agreement and the Power of Attorney has been duly executed and delivered and has been duly authorized by all necessary action by each Selling Stockholder.
2. The Custody Agreement and Power of Attorney each constitute a legally valid and binding obligation of each of the Selling Stockholders enforceable against the Selling Stockholders in accordance with their respective terms.
3. This Agreement has been duly executed and delivered by an Attorney-in-Fact under the Power of Attorney on behalf of the Selling Stockholders.
4. With the Underwriters’ consent, based solely on a review of the stock transfer records of the Company, the Selling Stockholders were the owners of record on the date of such review in the stock records of the Company of the shares (the “ Shares ”) of Common Stock as set forth on Schedule I hereto.
5. The execution and delivery of this Agreement and the sale of the Shares by the Selling Stockholders to the Underwriters pursuant to this Agreement do not:
     (i) violate the provisions of the applicable Selling Stockholder’s respective certificate of limited partnership or limited partnership agreement, if any; or
     (ii) result in the breach of or a default under the Stockholders’ Agreement or the Registration Rights Agreement.
6. No action based on an adverse claim (within the meaning of Section 8-102 of the Uniform Commercial Code (the “ UCC ”)) may be asserted against any Underwriter with respect to the Shares transferred to such Underwriter by the Selling Stockholders; in rendering this opinion, counsel for the Selling Stockholders may assume that each Underwriter (x) acquires a securities entitlement (within the meaning of Sections 8-102(a)(17) and 8-501 of the UCC) in the Shares transferred by the respective Selling Stockholders by having such Shares credited to the securities account or accounts of such Underwriter maintained with The Depository Trust Company or another securities intermediary and (y) makes payment for such Shares as provided in this Agreement, in each case without notice of any adverse claim (within the meaning of Sections 8-105 and 8-502 of the UCC).

C-1

 

Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
SUNSHINE ACQUISITION CORPORATION
               FIRST: The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:
Sunshine Acquisition Corporation
               SECOND: The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, New Castle County, Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.
               THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
               FOURTH: The aggregate number of all classes of shares which the Corporation shall have the authority to issue is one thousand (1,000) shares of common stock, par value of $0.01 per share (the “Common Stock”).
               FIFTH: The rights, preferences, privileges and restrictions granted or imposed upon the Common Stock are as follows:
     1. Dividends . The holders of the Common Stock shall be entitled to the payment of dividends when and as declared by the board of directors of the Corporation (the “Board”) out of funds legally available therefore and to receive other distributions from the Corporation, including distributions of contributed capital, when and as declared by the Board. Any dividends declared by the Board to the holders of the then outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.
     2. Liquidation, Dissolution or Winding Up . Subject to the rights of any holders of any class of preferred stock which may from time-to-time come into existence and which are then outstanding, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata, in accordance with the number of shares of Common Stock held by each such holder.

 


 

     3. Voting . Each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each other holder of Common Stock and shall be entitled to one (1) vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law, on all matters put to a vote of the stockholders of the Corporation.
               SIXTH: The name and address of the Incorporator is as follows:
Eleanor Romanelli
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004
               SEVENTH: In furtherance and not in limitation of the power conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation subject to any limitations contained therein.
               EIGHTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involved intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transactions from which the director derived an improper personal benefit.
               NINTH: Election of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
               TENTH: The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the General Corporation Law of the State of Delaware. All rights conferred upon stockholders herein are granted subject to this reservation.

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               ELEVENTH: To the fullest extent permitted by applicable law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents of the Corporation (and any other persons to which the DGCL permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, by vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the DGCL, subject only to limits created by the DGCL and applicable decisional law, with respect to actions for breach of duty to the Corporation, its stockholders, and others.

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          I, THE UNDERSIGNED, being the sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 26 th day of July, 2005.
         
     
  /s/ Eleanor Romanelli    
  Eleanor Romanelli   
  Incorporator   

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUNSHINE ACQUISITION CORPORATION
          SUNSHINE ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, HEREBY CERTIFIES AS FOLLOWS:
          1. The name of the company is Sunshine Acquisition Corporation (the “ Company ”).
          2. The Certificate of Incorporation of the Company is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of said Article the following new Article:
          “ FOURTH : The aggregate number of all classes of shares which the Company shall have the authority to issue is six hundred thousand (600,000) having a par value of $0.01 per share. All such shares are Common Stock.”
          3. The amendment to the Company’s Certificate of Incorporation set forth in this certificate of amendment has been duly adopted by this Company’s board of directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the President, Claudius E. Watts IV, this 27 th day of July, 2005.
         
     
            /s/ Claudius E. Watts IV    
  Name:   Claudius E. Watts IV   
  Title:   President   

 


 

         
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUNSHINE ACQUISITION CORPORATION
          SUNSHINE ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, HEREBY CERTIFIES AS FOLLOWS:
          1. The name of the company is Sunshine Acquisition Corporation (the “ Company ”).
          2. The Certificate of Incorporation of the Company is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of said Article the following new Article:
          “ FOURTH : The aggregate number of all classes of shares which the Company shall have the authority to issue is ten million (10,000,000) having a par value of $0.01 per share. All such shares are Common Stock.”
          3. The amendment to the Company’s Certificate of Incorporation set forth in this certificate of amendment has been duly adopted by this Company’s board of directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by the President, Claudius E. Watts IV, this l6 th day of November, 2005.
         
     
            /s/ Claudius E. Watts IV    
  Name:   Claudius E. Watts IV   
  Title:   President   

 


 

         
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUNSHINE ACQUISITION CORPORATION
          SUNSHINE ACQUISITION CORPORATION, a corporation organized and existing under the laws of the State of Delaware, HEREBY CERTIFIES AS FOLLOWS:
          1. The name of the company is Sunshine Acquisition Corporation (the “ Corporation ”).
          2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article FIRST thereof and by substituting in lieu of said Article the following new Article:
          “ FIRST : The name of the corporation (hereinafter sometimes referred to as the “Corporation”) is:
SS&C Technologies Holdings, Inc.
          3. The amendment to the Corporation’s Certificate of Incorporation set forth in this certificate of amendment has been duly adopted by the Corporation’s board of directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 


 

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its Chairman of the Board and Chief Executive Officer, this 4 th day of June, 2007.
         
     
  /s/ William C. Stone    
  Name:   William C. Stone   
  Title:   Chairman of the Board and Chief Executive Officer   

 


 

         
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
          SS&C TECHNOLOGIES HOLDINGS, INC., a corporation organized and existing under the laws of the State of Delaware, HEREBY CERTIFIES AS FOLLOWS:
          1. The name of the corporation is SS&C Technologies Holdings, Inc. (the “ Corporation ”).
          2. The Certificate of Incorporation of the Corporation is hereby amended by striking out Article FOURTH thereof and by substituting in lieu of said Article the following new Article:
          “ FOURTH : The aggregate number of all classes of shares which the Corporation shall have the authority to issue is one hundred million (100,000,000) having a par value of $0.01 per share. All such shares are Common Stock.”
          3. The amendment to the Corporation’s Certificate of Incorporation set forth in this certificate of amendment has been duly adopted by the Corporation’s board of directors and stockholders in accordance with the applicable provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 


 

          IN WITNESS WHEREOF, the Corporation has caused this certificate to be executed by its Chairman of the Board and Chief Executive Officer, this 22 day of April, 2008.
         
     
  /s/ William C. Stone    
  Name:   William C. Stone   
  Title:   Chairman of the Board and Chief Executive Officer   
 

 

 

Exhibit 3.2
BY LAWS
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
(formerly SUNSHINE ACQUISITION CORPORATION)

 


 

ARTICLE I.
OFFICES
           Section 1. The registered office of Sunshine Acquisition Corporation (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.
           Section 2. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II.
MEETINGS OF STOCKHOLDERS
           Section 1. Meetings of stockholders shall be held at any place within or outside the State of Delaware designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.
           Section 2. The annual meeting of stockholders shall be held each year on a date and a time designated by the Board of Directors. At each annual meeting, directors shall be elected and any other proper business may be transacted.
           Section 3. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, the holders of which are present in person or represented by proxy, shall constitute a quorum for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any meeting of the stockholders, a majority of the voting stock

 


 

represented in person or by proxy may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote thereat.
           Section 4. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes, or the Certificate of Incorporation, or these Bylaws, a different vote is required in which case such express provision shall govern and control the decision of such question.
           Section 5. At each meeting of the stockholders, each stockholder having the right to vote may vote in person or may authorize another person or persons to act for him by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to said meeting, unless said instrument provides for a longer period. All proxies must be filed with the Secretary of the Corporation at the beginning of each meeting in order to be counted in any vote at the meeting. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the Corporation on the record date set by the Board of Directors as provided in Article V, Section 6 hereof. All elections shall be had and all questions decided by a plurality vote.

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           Section 6. Special meetings of the stockholders, for any purpose, or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or the Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation, issued and outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
           Section 7. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which notice shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation.
           Section 8. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.

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The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.
           Section 9. Unless otherwise provided in the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.
ARTICLE III.
DIRECTORS
           Section 1. The number of directors which shall constitute the whole Board shall be not less than one (1) and not more than nine (9). The exact number of directors shall be determined by resolution of the Board, and the initial number of directors shall be one (1). The directors need not be stockholders. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified; provided, however, that unless otherwise restricted by the Certificate of Incorporation or by law, any director or the entire Board of Directors may be removed, either with or without cause, from the Board of Directors at any meeting of stockholders by a majority of the stock represented and entitled to vote thereat.

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           Section 2. Vacancies on the Board of Directors by reason of death, resignation, retirement, disqualification, removal from office, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors may be filled by the shareholders. The directors so chosen shall hold office until the next annual election of directors and until their successors are duly elected and shall qualify, unless sooner replaced by a vote of the shareholders. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
           Section 3. The property and business of the Corporation shall be managed by or under the direction of its Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
           Section 4. The directors may hold their meetings and have one or more offices, and keep the books of the Corporation outside of the State of Delaware.
           Section 5. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.
           Section 6. Special meetings of the Board of Directors may be called by any director on forty-eight hours’ notice to each director, either personally or by mail or by telegram.
           Section 7. At all meetings of the Board of Directors a majority of the authorized number of directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise

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specifically provided by statute, by the Certificate of Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If only one director is authorized, such sole director shall constitute a quorum. At any meeting, a director shall have the right to be accompanied by counsel provided that such counsel shall agree to any confidentiality restrictions reasonably imposed by the Corporation.
           Section 8. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
           Section 9. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.
           Section 10. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the

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member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.
           Section 11. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
           Section 12. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. The directors shall be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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           Section 13. The Corporation shall indemnify every person who is or was a party or is or was threatened to be made a party to any action, suit, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the Corporation or, while a director or officer or employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, agent or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the full extent permitted by applicable law.
ARTICLE IV.
OFFICERS
           Section 1. The officers of this corporation shall be chosen by the Board of Directors and shall include a President, a Secretary, and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, such other officers as are desired, including a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other officers as may be appointed in accordance with the provisions of Section 3 hereof. In the event there are two or more Vice Presidents, then one or more may be designated as Executive Vice President, Senior Vice President, or other similar or dissimilar title. At the time of the election of officers, the directors may by resolution determine the order of their rank. Any number of offices may be held by the same person unless the Certificate of Incorporation or these Bylaws otherwise provide.

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           Section 2. The Board of Directors, at its first meeting after each annual meeting of stockholders, shall choose the officers of the Corporation.
           Section 3. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
           Section 4. The salaries of all officers and agents of the Corporation shall be fixed by the Board of Directors.
           Section 5. The officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
           Section 6. Chairman of the Board. The Chairman of the Board, if such an officer be elected, shall exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by these Bylaws.
           Section 7. President. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. He shall have the general powers and duties of management usually vested in the office of President and Chief Executive Officer of corporations, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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           Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall have such other duties as from time to time may be prescribed for them, respectively, by the Board of Directors.
           Section 9. Secretary. The Secretary shall attend all sessions of the Board of Directors and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform like duties for the standing committees when required by the Board of Directors. He shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
          He shall keep in safe custody the seal of the Corporation, and when authorized by the Board, affix the same to any instrument requiring it, and when so affixed it shall be attested by his signature or by the signature of an Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.
           Section 10. Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, or if there be no such determination, the Assistant Secretary designated by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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           Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors, for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.
           Section 12. Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, the Assistant Treasurer designated by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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ARTICLE V.
CERTIFICATES OF STOCK
           Section 1. Every holder of stock of the Corporation shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman or Vice Chairman of the Board of Directors, or the President or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer of the Corporation, certifying the number of shares represented by the certificate owned by such stockholder in the Corporation.
           Section 2. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.
           Section 3. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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           Section 4. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.
           Section 5. Upon surrender to the Corporation, or the transfer agent of the Corporation, of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its book.
           Section 6. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders, or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
           Section 7. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of the State of Delaware.

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ARTICLE VI.
GENERAL PROVISIONS
           Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.
           Section 2. Before payment of any dividend there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may abolish any such reserve.
           Section 3. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.
           Section 4. The fiscal year of the Corporation shall be the calendar year.
           Section 5. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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           Section 6. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.
           Section 7. Whenever any notice is required to be given under the provisions of the statutes or of the Certificate of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
           Section 8. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.
ARTICLE VII.
AMENDMENTS
           Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon the Board of Directors by the Certificate of Incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal Bylaws.

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AMENDMENT TO
BYLAWS OF
SS&C TECHNOLOGIES HOLDINGS, INC.
     The Bylaws of SS&C Technologies Holdings, Inc. (the “Bylaws”) are hereby amended as follows:
1. ARTICLE I, Section 1 of the Bylaws is deleted in its entirety and the following is substituted in lieu thereof:
           Section 1. The registered office of SS&C Technologies Holdings, Inc. (the “Corporation”) shall be in the City of Wilmington, County of New Castle, State of Delaware.
2. The title of ARTICLE V of the Bylaws, “CERTIFICATES OF STOCK” is deleted in its entirety and “CAPITAL STOCK” is substituted in lieu thereof.
3. ARTICLE V, Section 1 of the Bylaws is deleted in its entirety and the following is substituted in lieu thereof:
           Section 1. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered in certificate form.
4. ARTICLE V, Section 5 of the Bylaws is deleted in its entirety and the following is substituted in lieu thereof:
           Section 5. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation, if such shares are certificated, by the surrender to the Corporation of the certificate therefore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, or upon proper instructions from the holder of uncertificated shares, in each case with such proof of the authenticity of signature as the Corporation may reasonably require.
5. Except as aforesaid, the Bylaws shall remain in full force and effect.
Adopted by the Board of Directors of
SS&C Technologies Holdings, Inc. on
November 14, 2007
 

Exhibit 3.3
RESTATED CERTIFICATE OF INCORPORATION
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
(originally incorporated on July 26, 2005 under the name Sunshine Acquisition Corporation)
     FIRST: The name of the Corporation is SS&C Technologies Holdings, Inc.
     SECOND: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400 in the City of Wilmington, County of New Castle. The name of its registered agent at such address is Corporation Service Company.
     THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.
     FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 105,000,000 shares, consisting of (i) 100,000,000 shares of Common Stock, $0.01 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).
     The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.
A COMMON STOCK .
     1.  General . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.
     2.  Voting . The holders of the Common Stock shall have voting rights at all meetings of stockholders, each such holder being entitled to one vote for each share thereof held by such holder; provided , however , that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (which, as used herein, shall mean the certificate of incorporation of the Corporation, as amended from time to time, including the terms of any certificate of designations of any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation. There shall be no cumulative voting.

 


 

     The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
     3.  Dividends . Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors and subject to any preferential dividend or other rights of any then outstanding Preferred Stock.
     4.  Liquidation . Upon the dissolution or liquidation of the Corporation, whether voluntary or involuntary, holders of Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding Preferred Stock.
B PREFERRED STOCK .
     Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.
     Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the General Corporation Law of the State of Delaware, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law.
     The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.
     FIFTH: Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

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     SIXTH: In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock and the provisions of applicable law, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Certificate of Incorporation, by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors. Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.
     SEVENTH: Except to the extent that the General Corporation Law of the State of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.
     EIGHTH: The Corporation shall provide indemnification as follows:
     1.  Actions, Suits and Proceedings Other than by or in the Right of the Corporation . The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines, excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974, and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,

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settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
     2.  Actions or Suits by or in the Right of the Corporation . The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.
     3.  Indemnification for Expenses of Successful Party . Notwithstanding any other provisions of this Article EIGHTH, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.
     4.  Notification and Defense of Claim . As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel

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reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article EIGHTH. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.
     5.  Advance of Expenses . Subject to the provisions of Section 6 of this Article EIGHTH, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this Article EIGHTH, any expenses (including attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided , however , that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.
     6.  Procedure for Indemnification and Advancement of Expenses . In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee, unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article EIGHTH (and none of the circumstances described in Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard of conduct set forth in this Article EIGHTH. Such determination, and any determination that advanced expenses must be repaid to the Corporation, shall be made in each

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instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.
     7.  Remedies . The right to indemnification or advancement of expenses as granted by this Article EIGHTH shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification hereunder it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware.
     8.  Limitations . Notwithstanding anything to the contrary in this Article EIGHTH, except as set forth in Section 7 of this Article EIGHTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article EIGHTH, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification payments to the Corporation to the extent of such insurance reimbursement.
     9.  Subsequent Amendment . No amendment, termination or repeal of this Article EIGHTH or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.
     10.  Other Rights . The indemnification and advancement of expenses provided by this Article EIGHTH shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of

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Indemnitee. Nothing contained in this Article EIGHTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article EIGHTH. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article EIGHTH.
     11.  Partial Indemnification . If an Indemnitee is entitled under any provision of this Article EIGHTH to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.
     12.  Insurance . The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.
     13.  Savings Clause . If this Article EIGHTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article EIGHTH that shall not have been invalidated and to the fullest extent permitted by applicable law.
     14.  Definitions . Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).
     NINTH: This Article NINTH is inserted for the management of the business and for the conduct of the affairs of the Corporation.
     1.  General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
     2.  Number of Directors; Election of Directors . Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established by the Board of Directors. Election of directors need not be by written ballot, except as and to the extent provided in the Bylaws of the Corporation.

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     3.  Classes of Directors . Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The Board of Directors is authorized to assign members of the Board of Directors already in office to Class I, Class II or Class III at the time such classification becomes effective.
     4.  Terms of Office . Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of stockholders held after the effectiveness of this Restated Certificate of Incorporation; provided further , that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal.
     5.  Quorum . The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2 of this Article NINTH shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.
     6.  Action at Meeting . Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by this Certificate of Incorporation.
     7.  Removal . Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors.
     8.  Vacancies . Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly created directorship in the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

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     9.  Stockholder Nominations and Introduction of Business, Etc . Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws of the Corporation.
     10.  Amendments to Article . Notwithstanding any other provisions of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article NINTH.
     TENTH: If at any time Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and their respective affiliates (collectively, the “Sponsors”) and William C. Stone collectively beneficially own 50.0% or less of the outstanding shares of Common Stock, then any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders. The Bylaws may establish procedures regulating the submission by stockholders of nominations and proposals for consideration at meetings of stockholders of the Corporation. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TENTH.
     ELEVENTH: Special meetings of stockholders for any purpose or purposes may be called at any time only by the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.
     TWELFTH: To the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware and except as may be otherwise expressly agreed in writing by the Corporation and any Sponsor, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities, that are from time to time presented to any of the Sponsors or any of their respective officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than the Corporation and its subsidiaries), even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall be liable to the Corporation or any of its subsidiaries for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such person pursues or acquires such business opportunity, directs such

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business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation. Any person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article TWELFTH. Neither the alteration, amendment or repeal of this Article TWELFTH nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article TWELFTH shall eliminate or reduce the effect of this Article TWELFTH in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article TWELFTH, would accrue or arise, prior to such alteration, amendment, repeal or adoption. Notwithstanding any other provision of law, this Certificate of Incorporation or the Bylaws of the Corporation, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TWELFTH.
     THIRTEENTH: The Corporation elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware, “Business Combinations With Interested Stockholders”, as permitted under and pursuant to subsection (b)(3) of the General Corporation Law of the State of Delaware.
     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates, integrates and amends the certificate of incorporation of the Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, has been executed by its duly authorized officer this                      day of                                           , 2008.
             
    SS&C TECHNOLOGIES HOLDINGS, INC.    
 
           
 
  By:        
 
           
 
      William C. Stone    
 
      Chairman of the Board and Chief Executive Officer    

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Exhibit 3.4
AMENDED AND RESTATED BYLAWS
OF
SS&C TECHNOLOGIES HOLDINGS, INC.

 


 

TABLE OF CONTENTS
                 
            Page  
ARTICLE I        
 
               
STOCKHOLDERS        
 
  1.1   Place of Meetings     1  
 
  1.2   Annual Meeting     1  
 
  1.3   Special Meetings     1  
 
  1.4   Notice of Meetings     1  
 
  1.5   Voting List     1  
 
  1.6   Quorum     2  
 
  1.7   Adjournments     2  
 
  1.8   Voting and Proxies     2  
 
  1.9   Action at Meeting     2  
 
  1.10   Nomination of Directors     3  
 
  1.11   Notice of Business at Annual Meetings     5  
 
  1.12   Conduct of Meetings     7  
 
  1.13   Stockholder Action by Written Consent     8  
 
               
ARTICLE II        
 
               
DIRECTORS        
 
  2.1   General Powers     9  
 
  2.2   Number, Election and Qualification     9  
 
  2.3   Chairman of the Board; Vice Chairman of the Board     9  
 
  2.4   Classes of Directors     9  
 
  2.5   Terms of Office     9  
 
  2.6   Quorum     10  
 
  2.7   Action at Meeting     10  
 
  2.8   Removal     10  
 
  2.9   Vacancies     10  
 
  2.10   Resignation     10  
 
  2.11   Regular Meetings     10  
 
  2.12   Special Meetings     10  
 
  2.13   Notice of Special Meetings     11  
 
  2.14   Meetings by Conference Communications Equipment     11  
 
  2.15   Action by Consent     11  
 
  2.16   Committees     11  
 
  2.17   Compensation of Directors     12  
 
               
ARTICLE III        
 
               
OFFICERS        
 
  3.1   Titles     12  
 
  3.2   Election     12  


 

                 
            Page  
 
  3.3   Qualification     12  
 
  3.4   Tenure     12  
 
  3.5   Resignation and Removal     12  
 
  3.6   Vacancies     12  
 
  3.7   President; Chief Executive Officer     13  
 
  3.8   Vice Presidents     13  
 
  3.9   Secretary and Assistant Secretaries     13  
 
  3.10   Treasurer and Assistant Treasurers     13  
 
  3.11   Salaries     14  
 
  3.12   Delegation of Authority     14  
 
               
ARTICLE IV        
 
               
CAPITAL STOCK        
 
  4.1   Issuance of Stock     14  
 
  4.2   Stock Certificates; Uncertificated Shares     14  
 
  4.3   Transfers     15  
 
  4.4   Lost, Stolen or Destroyed Certificates     15  
 
  4.5   Record Date     15  
 
  4.6   Regulations     16  
 
               
ARTICLE V        
 
               
GENERAL PROVISIONS        
 
  5.1   Fiscal Year     16  
 
  5.2   Corporate Seal     16  
 
  5.3   Waiver of Notice     16  
 
  5.4   Voting of Securities     16  
 
  5.5   Evidence of Authority     17  
 
  5.6   Certificate of Incorporation     17  
 
  5.7   Severability     17  
 
  5.8   Pronouns     17  
 
               
ARTICLE VI        
 
               
AMENDMENTS     17  

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ARTICLE I
STOCKHOLDERS
     1.1 Place of Meetings . All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or, if not so designated, at the principal office of the corporation.
     1.2 Annual Meeting . The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President (which date shall not be a legal holiday in the place where the meeting is to be held).
     1.3 Special Meetings . Special meetings of stockholders for any purpose or purposes may be called at any time by only the Board of Directors, the Chairman of the Board or the Chief Executive Officer, and may not be called by any other person or persons. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
     1.4 Notice of Meetings . Except as otherwise provided by law, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given. The notices of all meetings shall state the place, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.
     1.5 Voting List . The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

 


 

     1.6 Quorum . Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority in voting power of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.
     1.7 Adjournments . Any meeting of stockholders may be adjourned from time to time to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the chairman of the meeting or by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.
     1.8 Voting and Proxies . Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period.
     1.9 Action at Meeting . When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders

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of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by law, the Certificate of Incorporation or these Bylaws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.
     1.10 Nomination of Directors .
          (a) Except for (1) any directors entitled to be elected by the holders of preferred stock, (2) any directors elected in accordance with Section 2.9 hereof by the Board of Directors to fill a vacancy or newly-created directorship or (3) as otherwise required by applicable law or stock market regulation, only persons who are nominated in accordance with the procedures in this Section 1.10 shall be eligible for election as directors. Nomination for election to the Board of Directors at a meeting of stockholders may be made (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the corporation who (x) complies with the notice procedures set forth in Section 1.10(b) and (y) is a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting.
          (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the corporation as follows: (i) in the case of an election of directors at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the corporation to be held in 2008 or (y) in the event that the date of the annual meeting in any other year is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs; or (ii) in the case of an election of directors at a special meeting of stockholders, provided that the Board of Directors has determined that directors shall be elected at such meeting, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of (x) the 90th day prior to such special meeting and (y) the tenth day following the day on which notice of the date of such special meeting was mailed or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.
     The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class and number of shares of stock of the corporation which are beneficially owned by such person, and (4) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (B) as to the stockholder giving the notice (1) such stockholder’s name and address, as they

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appear on the corporation’s books, (2) the class and number of shares of stock of the corporation which are owned, beneficially and of record, by such stockholder, (3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (4) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice and (5) a representation whether the stockholder intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock reasonably believed by such stockholder to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials); and (C) as to the beneficial owner, if any, on whose behalf the nomination is being made (1) such beneficial owner’s name and address, (2) the class and number of shares of stock of the corporation which are beneficially owned by such beneficial owner, (3) a description of all arrangements or understandings between such beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made and (4) a representation whether the beneficial owner intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy (and such representation shall be included in any such proxy statement and form of proxy) to holders of at least the percentage of the corporation’s outstanding capital stock reasonably believed by such stockholder or beneficial owner to be sufficient to elect the nominee and/or (y) otherwise to solicit proxies from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). In addition, to be effective, the stockholder’s notice must be accompanied by the written consent of the proposed nominee to serve as a director if elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required to determine the eligibility of such proposed nominee to serve as a director of the corporation. A stockholder shall not have complied with this Section 1.10(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.10.
          (c) The chairman of any meeting shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.10), and if the chairman should determine that a nomination was not made in accordance with the provisions of this Section 1.10, the chairman shall so declare to the meeting and such nomination shall be disregarded.
          (d) Except as otherwise required by law, nothing in this Section 1.10 shall obligate the corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the corporation or the Board of Directors information with respect to any nominee for director submitted by a stockholder.

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          (e) Notwithstanding the foregoing provisions of this Section 1.10, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.10, to be considered a qualified representative of the stockholder, a person must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.
          (f) For purposes of this Section 1.10, “public disclosure” shall include disclosure in a press release reported by the Dow Jones New Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
     1.11 Notice of Business at Annual Meetings .
          (a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, (i) if such business relates to the nomination of a person for election as a director of the corporation, the procedures in Section 1.10 must be complied with and (ii) if such business relates to any other matter, the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with the procedures set forth in Section 1.11(b) and (y) be a stockholder of record on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such annual meeting.
          (b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive offices of the corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that (x) in the case of the annual meeting of stockholders of the corporation to be held in 2008 or (y) in the event that the date of the annual meeting in any other year is advanced by more than 20 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public announcement thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

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     The stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting, the text relating to the business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), and the reasons for conducting such business at the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (3) the class and number of shares of stock of the corporation which are owned, of record and beneficially, by the stockholder and beneficial owner, if any, (4) a description of all arrangements or understandings between such stockholder or such beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of the stockholder or such beneficial owner, if any, in such business, (5) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (6) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (x) to deliver a proxy statement and/or form of proxy (and such representation shall be included in any such proxy statement and form of proxy) to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal and/or (y) otherwise to solicit proxies from stockholders in support of such proposal (and such representation shall be included in any such solicitation materials). Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance with the procedures set forth in this Section 1.11; provided that any stockholder proposal which complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included in the corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the requirements of this Section 1.11. A stockholder shall not have complied with this Section 1.11(b) if the stockholder (or beneficial owner, if any, on whose behalf the nomination is made) solicits or does not solicit, as the case may be, proxies in support of such stockholder’s proposal in contravention of the representations with respect thereto required by this Section 1.11.
          (c) The chairman of any meeting shall have the power and duty to determine whether business was properly brought before the meeting in accordance with the provisions of this Section 1.11 (including whether the stockholder or beneficial owner, if any, on whose behalf the proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s proposal in compliance with the representation with respect thereto required by this Section 1.11), and if the chairman should determine that business was not properly brought before the meeting in accordance with the provisions of this Section 1.11, the chairman shall so declare to the meeting and such business shall not be brought before the meeting.
          (d) Notwithstanding the foregoing provisions of this Section 1.11, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting of stockholders of the corporation to present business, such business shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this Section 1.11, to be considered a qualified representative of the stockholder, a person must be authorized by a written instrument executed by such stockholder

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or an electronic transmission delivered by such stockholder to act for such stockholder as a proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.
          (e) For purposes of this Section 1.11, “public disclosure” shall include disclosure in a press release reported by the Dow Jones New Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
     1.12 Conduct of Meetings .
          (a) Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.
          (b) The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.
          (c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.
          (d) In advance of any meeting of stockholders, the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other

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persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.
     1.13 Stockholder Action by Written Consent .
          (a) For so long as Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and their respective affiliates (collectively, the “Sponsors”) and William C. Stone collectively own more than 50.0% of the outstanding shares of common stock of the corporation (the “Common Stock”), then, to the fullest extent permitted by law and except as otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at an annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are: (i) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law) and (ii) delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded within 60 days of the earliest dated consent so delivered to the corporation.
          (b) Except as otherwise provided in the Certificate of Incorporation, if the Sponsors and William C. Stone collectively own 50.0% or less of the outstanding shares of the Common Stock, then any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken only upon the vote of the stockholders at an annual or special meeting duly called and may not be taken by written consent of the stockholders.
          (c) If a stockholder action by written consent is permitted under these Bylaws and the Certificate of Incorporation, and the Board of Directors has not fixed a record date for the purpose of determining the stockholders entitled to participate in such consent to be given, then: (i) if the General Corporation Law of the State of Delaware does not require action by the Board of Directors prior to the proposed stockholder action, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation at any of the locations referred to in Section 1.13(a)(ii) of these Bylaws; and (ii) if the General Corporation Law of the State of Delaware requires action by the Board of Directors prior to the proposed stockholder action, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. Every written consent to action without a meeting shall bear the date of signature of each stockholder who signs the consent, and shall be valid if timely delivered to the corporation at any of the locations referred to in Section 1.13(a)(ii) of these Bylaws.

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          (d) The Secretary shall give prompt notice of the taking of an action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the corporation in accordance with the General Corporation Law of the State of Delaware.
ARTICLE II
DIRECTORS
     2.1 General Powers . The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, which may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation.
     2.2 Number, Election and Qualification . Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the corporation shall be established by the Board of Directors. Election of directors need not be by written ballot. Directors need not be stockholders of the corporation.
     2.3 Chairman of the Board; Vice Chairman of the Board . The Board of Directors may appoint from its members a Chairman of the Board and a Vice Chairman of the Board, neither of whom need be an employee or officer of the corporation. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these Bylaws. If the Board of Directors appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors. Unless otherwise provided by the Board of Directors, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors.
     2.4 Classes of Directors . Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The allocation of directors among classes shall be determined by resolution of the Board of Directors.
     2.5 Terms of Office . Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the corporation’s first annual meeting of stockholders held after the effectiveness of these Amended and Restated Bylaws; each director initially assigned to Class II shall serve for a term

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expiring at the corporation’s second annual meeting of stockholders held after the effectiveness of these Amended and Restated Bylaws; and each director initially assigned to Class III shall serve for a term expiring at the corporation’s third annual meeting of stockholders held after the effectiveness of these Amended and Restated Bylaws; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal.
     2.6 Quorum . The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board of Directors pursuant to Section 2.2 of these Bylaws shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.
     2.7 Action at Meeting . Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Certificate of Incorporation.
     2.8 Removal . Subject to the rights of holders of any series of Preferred Stock, directors of the corporation may be removed only for cause and only by the affirmative vote of the holders of at least two-thirds of the votes that all the stockholders would be entitled to cast in any annual election of directors or class of directors.
     2.9 Vacancies . Subject to the rights of holders of any series of Preferred Stock, any vacancy or newly-created directorship on the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor or until such director’s earlier death, resignation or removal.
     2.10 Resignation . Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.
     2.11 Regular Meetings . Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.
     2.12 Special Meetings . Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more directors, or by one director in the event that there is only a single director in office.

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     2.13 Notice of Special Meetings . Notice of the date, place and time of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person or by telephone at least 24 hours in advance of the meeting, (b) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.
     2.14 Meetings by Conference Communications Equipment . Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
     2.15 Action by Consent . Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.
     2.16 Committees . The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these Bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

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     2.17 Compensation of Directors . Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.
ARTICLE III
OFFICERS
     3.1 Titles . The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.
     3.2 Election . The Chief Executive Officer, President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.
     3.3 Qualification . No officer need be a stockholder. Any two or more offices may be held by the same person.
     3.4 Tenure . Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.
     3.5 Resignation and Removal . Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by vote of a majority of the directors then in office. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the corporation.
     3.6 Vacancies . The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of Chief Executive Officer, President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

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     3.7 President; Chief Executive Officer . Unless the Board of Directors has designated another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general charge and supervision of the business of the corporation subject to the direction of the Board of Directors, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.
     3.8 Vice Presidents . Each Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.
     3.9 Secretary and Assistant Secretaries . The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. In addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.
     Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.
     In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.
     3.10 Treasurer and Assistant Treasurers . The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power

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to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.
     The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.
     3.11 Salaries . Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.
     3.12 Delegation of Authority . The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.
ARTICLE IV
CAPITAL STOCK
     4.1 Issuance of Stock . Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.
     4.2 Stock Certificates; Uncertificated Shares . The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Every holder of stock of the corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed in a manner that complies with Section 158 of the General Corporation Law of the State of Delaware.
     Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these Bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

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     If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 202(a) or 218(a) of the General Corporation Law of the State of Delaware or, with respect to Section 151 of General Corporation Law of the State of Delaware, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
     4.3 Transfers . Shares of stock of the corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of shares of stock of the corporation shall be made only on the books of the corporation or by transfer agents designated to transfer shares of stock of the corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these Bylaws.
     4.4 Lost, Stolen or Destroyed Certificates . The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.
     4.5 Record Date . The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action to which such record date relates.

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     If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders for any other purpose (other than stockholder action by written consent) shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.
     A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.
     4.6 Regulations . The issue, transfer, conversion and registration of shares of stock of the corporation shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE V
GENERAL PROVISIONS
     5.1 Fiscal Year . Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of December in each year.
     5.2 Corporate Seal . The corporate seal shall be in such form as shall be approved by the Board of Directors.
     5.3 Waiver of Notice . Whenever notice is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
     5.4 Voting of Securities . Except as the Board of Directors may otherwise designate, the Chief Executive Officer, the President or the Treasurer may waive notice of, vote or appoint any person or persons to vote, on behalf of the corporation at, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or securityholders of any other entity, the securities of which may be held by this corporation.

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     5.5 Evidence of Authority . A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
     5.6 Certificate of Incorporation . All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.
     5.7 Severability . Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.
     5.8 Pronouns . All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.
ARTICLE VI
AMENDMENTS
     Except as may be otherwise provided by law, these By-laws may be altered, amended or repealed, in whole or in part, or new By-laws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.

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Exhibit 10.14
2006 EQUITY INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC.
AMENDED AND RESTATED STOCK OPTION GRANT NOTICE
AND AMENDED AND RESTATED STOCK OPTION AGREEMENT
AMENDED AND RESTATED STOCK OPTION GRANT NOTICE
This Amended and Restated Stock Option Grant Notice and the attached Amended and Restated Stock Option Agreement amend and restate the Stock Option Grant Notice and Stock Option Agreement between the Company and the Optionee dated                      and shall be effective upon the closing of an IPO (as defined in the Amended and Restated Stock Option Agreement).
Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan of SS&C Technologies Holdings, Inc. (the “ Plan ”) shall have the same defined meanings in this Amended and Restated Stock Option Grant Notice (“ Stock Option Grant Notice ”) and Amended and Restated Stock Option Agreement (“ Stock Option Agreement ”).
You have been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions set forth in this Stock Option Grant Notice, the Stock Option Agreement attached hereto as Appendix A, Appendix B (collectively, the “ Agreement ”) and the Plan, as follows:
         
Name of Optionee:
       
 
 
 
   
 
       
Total Number of Shares subject to the Option:
       
 
 
 
   
 
       
Exercise Price per Share:
  $
 
   
 
       
Total Exercise Price:
  $
 
   
 
       
Grant Date:
       
 
 
 
   
 
       
Type of Option:
  Non-Qualified Stock Option    
 
       
Final Expiration Date:
  [10 years from Grant Date]    
     
Vesting Schedule:
  This Option will vest and become exercisable in accordance with the vesting schedule set forth in Article II of the Stock Option Agreement depending on the classification of the Option as follows:
             
 
  Time Options:                            Shares Subject to the Option
 
           
 
  Performance Options:                            Shares Subject to the Option
 
           
 
  Superior Options:                            Shares Subject to the Option
     Your signature below indicates your agreement and understanding that this Option is subject to all of the terms and conditions contained in the Agreement and the Plan. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF THE AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION. This Stock Option Grant Notice may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Stock Option Grant Notice may be executed by facsimile signatures.

 


 

OPTIONEE
                                                              
[NAME]
[Stock Option Grant Notice]

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SS&C TECHNOLOGIES HOLDINGS, INC.
By                                                                                    
     Title:
[Stock Option Grant Notice]

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APPENDIX A
AMENDED AND RESTATED STOCK OPTION AGREEMENT
ARTICLE I
GRANT OF OPTION
      Section 1.1 Grant of Option . In consideration of the Optionee’s agreement to remain a Service Provider of the Company or one of its Subsidiaries and for other good and valuable consideration, the Company hereby grants to the Optionee the Option to purchase any part or all of an aggregate of the Shares set forth in the Stock Option Grant Notice upon the terms and conditions set forth in the Plan and the Agreement. The Optionee hereby agrees that except as required by law, he or she will not disclose to any Person other than the Optionee’s spouse and/or tax, legal and financial advisor (if any) the grant of the Option or any of the terms or provisions hereof without the prior approval of the Administrator, and the Optionee agrees that, in the discretion of the Administrator, the Option shall terminate and any unexercised portion of such Option (whether or not then exercisable) shall be forfeited if the Optionee violates the non-disclosure provisions of this Section 1.1.
      Section 1.2 Option Subject to Plan . The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article V and Article VIII thereof.
      Section 1.3 Exercise Price . The purchase price of the Shares covered by the Option shall be the Exercise Price per Share set forth in the Stock Option Grant Notice (without commission or other charge).
ARTICLE II
VESTING SCHEDULE; EXERCISABILITY 1
      Section 2.1 Commencement of Vesting and Exercisability of Time Options
          (a) Vesting. Except as provided below, the Time Options shall become vested and exercisable, so long as the Optionee remains continuously a Service Provider from the date hereof through each applicable date set forth below, as follows:
               (i) 25% of the Time Options shall become vested and exercisable on [                      ]; and
               (ii) 1/36 of the remaining Time Options shall become vested and exercisable on the day of the month of the Grant Date each month thereafter until all of the Time Options are fully vested.
          (b) Liquidity Event Vesting. All Time Options shall become fully vested and exercisable immediately prior to the effective date of a Liquidity Event.
      Section 2.2 Commencement of Vesting and Exercisability of Performance Options
 
1   William A. Etherington received an option that was fully-vested as of the grant date.

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          (a) Classification of Performance Options and Superior Options. The Superior Options shall become Performance Options. The Performance Options shall be divided into five groups: the 2006 Options, the 2007 Options, the 2008 Options, the 2009 Options and the 2010 Options. The number of Performance Options in each group shall be determined as follows:
               (i) Each of the 2006 Options and the 2007 Options shall have a number of Performance Options equal to 20% of the original number of Performance Options set forth in the Stock Option Grant Notice.
               (ii) Each of the 2008 Options, the 2009 Options and the 2010 Options shall have a number of Performance Options equal to the sum of (A) 20% of the original number of Performance Options set forth in the Stock Option Grant Notice and (B) 33 1/3 % of the original number of Superior Options set forth in the Stock Option Grant Notice.
          (b) Performance Acceleration. Subject to the provisions set forth below, the Performance Options shall vest and become exercisable as follows:
               (i) The 2006 Options and the 2007 Options shall be fully vested as of the closing of the IPO.
               (ii) 100% of the 2008 Options shall vest and become exercisable on December 31, 2008 if, on such date (or within 120 days thereafter), the Administrator determines that EBITDA for 2008 equals or exceeds the high end of the EBITDA Range for 2008. If the Administrator determines that the EBITDA for 2008 is below the low end of the EBITDA Range for 2008, none of the 2008 Options shall vest and if the Administrator determines that the 2008 EBITDA is within the 2008 EBITDA Range, then the Administrator will use linear interpolation to determine the percentage of the 2008 Options that shall vest and become exercisable, which percentage shall be between 50% and 100% of the 2008 Options. Any 2008 Options that do not vest shall be added to the 2009 Options, except as otherwise provided by the Board.
               (iii) The 2009 Options shall vest and become exercisable as provided in clause (ii), but with “2009” substituted for “2008” and “2010” substituted for “2009”.
               (iv) The 2010 Options shall vest and become exercisable as provided in clause (ii), but with “2010” substituted for “2008”, except that any 2010 options that do not vest shall remain unvested but may become vested and exercisable pursuant to Section 2.2(c) or (d).
          (c) Liquidity Event Vesting. Except as provided below, a percentage of Performance Options shall vest and become exercisable immediately prior to the effective date of a Liquidity Event if Liquidity Proceeds in a Liquidity Event equal or exceed a certain return on the Investment, as follows:
               (i) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to 2.5 times the Investment, the Performance Options shall vest and become exercisable with respect to that percentage of the Performance Options equal to the difference between (x) 50% of the Performance Options, and (y) the percentage of Performance Options that vested pursuant to Section 2.2(b) prior to the date of the Liquidity Event;

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               (ii) If, in connection with a Liquidity Event, Liquidity Proceeds are between 2.5 times the Investment and 3.0 times the Investment, the Performance Options shall vest and become exercisable with respect to that percentage of the Performance Options equal to the difference between (x) a portion of the Performance Options that is between 50% and 100% of the Performance Options as determined by the Administrator using linear interpolation and (y) the percentage of Performance Options that vested pursuant to Section 2.2(b) prior to the date of the Liquidity Event; and
               (iii) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to or greater than 3.0 times the Investment, the Performance Options shall become fully vested and exercisable immediately prior to the effective date of the Liquidity Event.
          (d) Internal Rate of Return Acceleration. If, in connection with a Liquidity Event, Liquidity Proceeds are greater than or equal to the Internal Rate of Return for the Performance Options with respect to all Investments, the Performance Options shall become fully vested and exercisable immediately prior to the effective date of such Liquidity Event.
      Section 2.3 Administrator Determination of Targets . The Administrator shall make the determination as to whether the respective EBITDA Targets or Internal Rate of Return have been met, and shall determine the extent, if any, to which the Options have become vested and exercisable, on any such date as the Administrator in its sole discretion shall determine; provided, however, that with respect to each Fiscal Year such date shall not be later than the 120th day following the end of such Fiscal Year.
      Section 2.4 No Vesting of Options . Any portion of the Options that have not become vested or exercisable pursuant to Sections 2.1 or 2.2 on or prior to the date of the Optionee’s Termination of Service shall be forfeited and shall not thereafter become exercisable.
      Section 2.5 Duration of Exercisability . The installments of the Options that become exercisable as provided for above are cumulative. Each such installment which becomes exercisable shall remain exercisable until it becomes unexercisable under Section 2.6.
      Section 2.6 Expiration of Option
          (a) The Options may not be exercised to any extent by anyone after the first to occur of the following events:
               (i) The Final Expiration Date;
               (ii) Except as the Administrator may otherwise approve, ninety (90) days following the date of the Optionee’s Termination of Service for any reason other than Cause, death or Disability;
               (iii) Except as the Administrator may otherwise approve, the date of the Optionee’s Termination of Service for Cause;

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               (iv) Except as the Administrator may otherwise approve, twelve months following the Optionee’s Termination of Service by reason of the Optionee’s death or Disability; or
               (v) Pursuant to the terms of the Stockholders Agreement.
          (b) For the purposes of the Plan and this Agreement, the date of the Termination of Service shall be the last day of the Optionee’s service as a Service Provider, whether such day is selected by agreement with the Optionee or unilaterally by the Company or its Subsidiary and whether with or without advance notice. For the avoidance of doubt, no period of notice that is given or that ought to have been given under applicable law in respect of such Termination of Service will be utilized in determining entitlement under the Plan, the Stockholders Agreement or this Agreement. Any action by the Company or its Subsidiary taken in accordance with the terms of the Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company or its Subsidiary to the Optionee in respect of the Plan or this Agreement arising from or in connection with such Termination of Service, including in respect of any period of notice given or that ought to have been given under applicable law in respect of such Termination of Service.
      Section 2.7 Partial Exercise . Any exercisable portion of the Options or all the Options, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Options or portion thereof becomes unexercisable.
      Section 2.8 Exercise of Options . The exercise of the Options shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan. In order to exercise an option, the Participant must provide written notice of exercise to the Company in accordance with the Plan and this Agreement.
      Section 2.9 Manner of Exercise; Tax Withholding
          (a) To the extent permitted by law or the applicable listing rules, if any, the Optionee may pay for the Shares with respect to which such Option or portion of such Option is exercised through (i) payment in cash; (ii) with the consent of the Administrator, the delivery of Shares which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised portion of the Option (provided such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements), (iii) with the consent of the Administrator, through the surrender of Shares then issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the exercised portion of the Option (in which case the Optionee will be deemed the legal owner of such surrendered Shares at the time of the exercise of the Option), or (iv) through a cashless exercise program (effectuated through a broker) approved by the Administrator.
          (b) The Optionee shall pay to the Company or any applicable Subsidiary, or make provision satisfactory to the Company or such Subsidiary, for payment of, any taxes required by law to be withheld in connection with the grant, vesting, assignment, and/or exercise of any portion of the Option, as applicable. With respect to any portion of the Option that is exercised (i) prior to an IPO, (ii) prior to a Change in Control, and (iii) within the period

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beginning on the date ninety (90) days prior to the date the Option is scheduled to expire pursuant to Section 2.6(a)(ii) or Section 2.6(a)(iv) and ending on the date such option is scheduled to expire pursuant to Section 2.6(a)(ii) or Section 2.6(a)(iv), as applicable, and subject to any applicable legal conditions or restrictions, the Company shall, upon the Optionee’s request, withhold from the shares of Common Stock otherwise issuable to the Optionee upon the exercise of the Option or any portion thereof a number of whole Shares having a Fair Market Value, determined as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); provided that the foregoing is at such time permitted under the terms of the agreements governing any indebtedness to which the Company or any of its Subsidiaries may be a party; and provided, further that no fractional shares of Common Stock will be retained to satisfy any portion of the withholding tax and the Optionee hereby agrees to satisfy any additional amount of withholding taxes that are not satisfied through the retention of shares of Common Stock by the Company. Any shares of Common Stock retained by the Company pursuant to this Section shall be deducted from the underlying shares to be received by such Optionee upon exercise of the Option. Any adverse consequences to the Optionee arising in connection with the Share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Optionee.
ARTICLE III
OTHER PROVISIONS
      Section 3.1 Optionee Representation; Not a Contract of Service . The Optionee hereby represents that the Optionee’s execution of this Agreement and participation in the Plan is voluntary and that the Optionee has in no way been induced to enter into this Agreement in exchange for or as a requirement of the expectation of service with the Company or any of its Subsidiaries. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue as a Service Provider or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause except pursuant to an employment or consulting agreement executed by and between the Company and the Optionee and approved by the Board.
      Section 3.2 Shares Subject to Plan and Stockholders Agreement; Restrictions on the Transfer of Options and Common Stock . The Optionee acknowledges that this Option and any shares acquired upon exercise of the Option are subject to the terms of the Plan and the Stockholders Agreement including, without limitation, the restrictions set forth in Sections 5.6 and 5.7 of the Plan.
      Section 3.3 Construction . This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware.
      Section 3.4 Adjustments in EBITDA . The EBITDA Ranges specified in Appendix B are based upon (i) certain revenue and expense assumptions about the future business of the Company; (ii) a management model prepared by the Company for the projected financial performance of the Company, which incorporates the desired internal rate of return on the investment by the Principal Stockholders in debt and equity securities or instruments of the

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Company and its Subsidiaries and (iii) the continued application of accounting policies used by the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company, any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or changes in generally accepted accounting principles applicable to, or the accounting policies used by, the Company occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the Option, then the Administrator shall, subject to Section 8.1 of the Plan, in good faith and in such manner as it may deem equitable, adjust the EBITDA Ranges to reflect the projected effect of such transaction(s) or event(s) on the EBITDA Ranges.
      Section 3.5 Conformity to Securities Laws . The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan, the Stockholders Agreement and this Agreement shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
      Section 3.6 Amendment, Suspension and Termination . The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as provided by Section 8.1 of the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Optionee, alter or impair any rights or obligations under the Option.
ARTICLE IV
DEFINITIONS
     Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.
      Section 4.1 [Intentionally omitted.]
      Section 4.2 Agreement . “Agreement” shall have the meaning set forth in the Stock Option Grant Notice.
      Section 4.3 [Intentionally omitted.]

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      Section 4.4 Cause. “Cause” shall mean,
          (a) the Board’s determination that the Optionee failed to substantially perform his or her duties (other than any such failure resulting from the Optionee’s disability) which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (b) the Board’s determination that the Optionee failed to carry out, or comply with any lawful and reasonable directive of the Board or the Optionee’s immediate supervisor, which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (c) the Optionee’s conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or a crime involving moral turpitude;
          (d) the Optionee’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or one of its Subsidiaries’, as applicable, premises or while performing the Optionee’s duties and responsibilities; or
          (e) the Optionee’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or one of its Subsidiaries, as applicable.
Notwithstanding the foregoing, if the Optionee is a party to a written employment or consulting agreement with the Company (or one of its Subsidiaries), then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.
      Section 4.5 Company . “Company” shall mean SS&C Technologies Holdings, Inc.
      Section 4.6 EBITDA . “EBITDA” for a given Fiscal Year shall mean consolidated earnings before interest, taxes, depreciation, and amortization of the Company and its consolidated Subsidiaries, adjusted for management fees paid to the Principal Stockholders, or its Affiliates, less all annual bonuses payable with respect to the applicable Fiscal Year to the extent not deducted, as reflected on the Company’s audited consolidated financial statements for such Fiscal Year, but excluding certain extraordinary and non-recurring items as determined by the Administrator. EBITDA shall include earnings from any company acquired by the Company on or before March 31, 2006.
      Section 4.7 EBITDA Range . “EBITDA Range” for a given year shall be as set forth in Appendix B of this Agreement, subject to the provisions of Section 3.4.
      Section 4.8 Exercise Price . “Exercise Price” shall mean the per share price set forth in the Stock Option Grant Notice.
      Section 4.9 Final Expiration Date . “Final Expiration Date” shall mean the date set forth in the Stock Option Grant Notice.

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      Section 4.10 Fiscal Year . “Fiscal Year” shall mean the fiscal year of the Company, as in effect from time to time.
      Section 4.11 Grant Date . “Grant Date” shall be the date set forth in the Stock Option Grant Notice.
      Section 4.12 IPO ” means the Company’s initial public offering of Common Stock pursuant to a registration statement filed in accordance with the Securities Act of 1933, as amended.
      Section 4.13 Internal Rate of Return . “Internal Rate of Return” shall mean, with respect to any Investment, a dollar amount representing a 40% Investor Return on such Investment.
     For purposes of calculating the Internal Rate of Return:
     (x) The amount of an Investment shall be the amount paid by such Principal Stockholder to any Person (including, without limitation, the Company, any Subsidiary, or any underwriter) for the purchase of equity securities; provided that if such Principal Stockholder shall have acquired such equity securities directly from another Principal Stockholder or through an uninterrupted series of Principal Stockholders, the amount of such Investment shall be the amount initially paid to purchase such equity securities from a Person other than a Principal Stockholder; and
     (y) The initial date of an Investment shall be the date such Principal Stockholder purchased such equity securities from any Person (including, without limitation, the Company, any Subsidiary, or any underwriter); provided that if such Principal Stockholder acquired such equity securities directly from another Principal Stockholder or through an uninterrupted series of Principal Stockholders, the initial date of such Investment shall be the date such equity securities were initially acquired from a Person other than a Principal Stockholder.
      Section 4.14 Investment . “Investment” shall mean any investment of funds by the Principal Stockholders in equity securities of the Company and its Subsidiaries.
      Section 4.15 Investor Return . “Investor Return” shall mean the annual compounded pre-tax internal rate of return on a given Investment determined with respect to the period beginning on the initial date of such Investment and ending on the effective date of a Liquidity Event.
      Section 4.16 Liquidity Event . “Liquidity Event” shall mean either (a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of related transactions, of the equity securities of the Company or its successor held, directly or indirectly, by all of the Principal Stockholders in exchange for currency, such that immediately following such transaction (or series of related transactions), the total number of all equity securities held, directly or indirectly, by all of the Principal Stockholders and any Affiliate of any Principal Stockholder(s) is, in the aggregate, less than 50% of the total number of equity securities (as adjusted for the occurrence of a Corporate Event) held, directly or indirectly, by all of the Principal Stockholders immediately following the consummation of the IPO; or (b) the

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consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) other than to any Principal Stockholder(s) or an Affiliate of any Principal Stockholder(s).
      Section 4.17 Liquidity Proceeds . “Liquidity Proceeds” shall mean the sum of (a) the aggregate fair-market value of the consideration actually received (excluding any management or similar fees) by the Principal Stockholders on their Investment in connection with a Liquidity Event, after taking into account all post closing adjustments and after deducting all transaction costs and expenses, and assuming exercise of all options and warrants to purchase equity securities of the Company outstanding as of the effective date of such Liquidity Event (after giving effect to different dates of investment, if any, and after giving effect to any dilution of securities or instruments arising in connection with such Liquidity Event); provided however, that if the Principal Stockholders retain any Investment or portion thereof following such Liquidity Event, the fair market value of such Investment (or portion) immediately following such Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity Proceeds, and provided further that the fair market value of any non-cash consideration (including stock) shall be determined by the Board in its sole discretion as of the date of such Liquidity Event and (b) the amount of cash dividends the Principal Stockholders receive on the Investment from time to time.
      Section 4.18 Option(s) . “Option(s)” shall mean the option(s) to purchase Common Stock granted under this Agreement.
      Section 4.19 Performance Options . “Performance Option(s)” shall mean the portion of the Options designated as Performance Options in the Stock Option Grant Notice.
      Section 4.20 Plan . “Plan” shall mean the 2006 Equity Incentive Plan of SS&C Technologies Holdings, Inc.
      Section 4.21 Principal Stockholders . “Principal Stockholders” shall mean (i) Carlyle Partners IV, L.P., a Delaware limited partnership, and CP IV Coinvestment, L.P. a Delaware limited partnership, and (ii) any of their Affiliates to which (X) any of the Principal Stockholders or any other Person transfers Common Stock or (Y) the Company issues Common Stock.
      Section 4.22 Share . “Share” shall mean a share of Common Stock.
      Section 4.23 Stock Option Grant Notice . “Stock Option Grant Notice” shall mean the first page of this Agreement.
      Section 4.24 Superior Options . “Superior Options” shall mean the portion of the Options designated as Superior Options in the Stock Option Grant Notice.
      Section 4.25 Time Options . “Time Options” shall mean the portion of the Options designated as Time Options in the Stock Option Grant Notice.

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      Section 4.26 Vesting Commencement Date . “Vesting Commencement Date” shall have the meaning set forth in the Stock Option Grant Notice.
***

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APPENDIX B
EBITDA RANGES
($ Millions)
As of the end of the fiscal year
         
Fiscal Year   EBITDA Range
2008
  To be determined by the Board
 
       
2009
  To be determined by the Board
 
       
2010
  To be determined by the Board

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2006 EQUITY INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC.
AMENDED AND RESTATED STOCK OPTION GRANT NOTICE
AND AMENDED AND RESTATED STOCK OPTION AGREEMENT
AMENDED AND RESTATED STOCK OPTION GRANT NOTICE
This Amended and Restated Stock Option Grant Notice and the attached Amended and Restated Stock Option Agreement amend and restate the Stock Option Grant Notice and Stock Option Agreement between the Company and the Optionee dated                                           and shall be effective upon the closing of an IPO (as defined in the Amended and Restated Stock Option Agreement).
Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan of SS&C Technologies Holdings, Inc. (the “ Plan ”) shall have the same defined meanings in this Amended and Restated Stock Option Grant Notice (“ Stock Option Grant Notice ”) and Amended and Restated Stock Option Agreement (“ Stock Option Agreement ”).
You have been granted an Option to purchase Common Stock of the Company, subject to the terms and conditions set forth in this Stock Option Grant Notice, the Stock Option Agreement attached hereto as Appendix A, Appendix B (collectively, the “ Agreement ”) and the Plan, as follows:
     
Name of Optionee:
   
 
   
 
   
Total Number of Shares subject to the Option:
   
 
   
 
   
Exercise Price per Share:
$  
 
   
 
   
Total Exercise Price:
$  
 
   
 
   
Grant Date:
   
 
   
 
   
Type of Option:
  Non-Qualified Stock Option
 
   
Final Expiration Date:
  [10 years from Grant Date]
         
Vesting Schedule:   This Option will vest and become exercisable in accordance with the vesting schedule set forth in Article II of the Stock Option Agreement depending on the classification of the Option as follows:
 
       
 
  Time Options:                        Shares Subject to the Option
 
       
 
  Performance Options:                        Shares Subject to the Option
 
       
 
  Superior Options:                        Shares Subject to the Option
          Your signature below indicates your agreement and understanding that this Option is subject to all of the terms and conditions contained in the Agreement and the Plan. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF THE AGREEMENT, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THIS OPTION. This Stock Option Grant Notice may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Stock Option Grant Notice may be executed by facsimile signatures.

 


 

     
OPTIONEE
   
 
   
 
[NAME]
   
[Stock Option Grant Notice]

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SS&C TECHNOLOGIES HOLDINGS, INC.    
 
       
By
       
 
 
 
Title:
   
[Stock Option Grant Notice]

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APPENDIX A
AMENDED AND RESTATED STOCK OPTION AGREEMENT
ARTICLE V
GRANT OF OPTION
      Section 5.1 Grant of Option . In consideration of the Optionee’s agreement to remain a Service Provider of the Company or one of its Subsidiaries and for other good and valuable consideration, the Company hereby grants to the Optionee the Option to purchase any part or all of an aggregate of the Shares set forth in the Stock Option Grant Notice upon the terms and conditions set forth in the Plan and the Agreement. The Optionee hereby agrees that except as required by law, he or she will not disclose to any Person other than the Optionee’s spouse and/or tax, legal and financial advisor (if any) the grant of the Option or any of the terms or provisions hereof without the prior approval of the Administrator, and the Optionee agrees that, in the discretion of the Administrator, the Option shall terminate and any unexercised portion of such Option (whether or not then exercisable) shall be forfeited if the Optionee violates the non-disclosure provisions of this Section 1.1.
      Section 5.2 Option Subject to Plan . The Option granted hereunder is subject to the terms and provisions of the Plan, including without limitation, Article V and Article VIII thereof.
      Section 5.3 Exercise Price . The purchase price of the Shares covered by the Option shall be the Exercise Price per Share set forth in the Stock Option Grant Notice (without commission or other charge).
ARTICLE VI
VESTING SCHEDULE; EXERCISABILITY
      Section 6.1 Commencement of Vesting and Exercisability of Time Options
          (a) Vesting. Except as provided below, the Time Options shall become vested and exercisable, so long as the Optionee remains continuously a Service Provider from the date hereof through each applicable date set forth below, as follows:
               (i) 25% of the Time Options shall become vested and exercisable on [                      ]; and
               (ii) 1/36 of the remaining Time Options shall become vested and exercisable on the day of the month of the Grant Date each month thereafter until all of the Time Options are fully vested.
          (b) Liquidity Event Vesting. All Time Options shall become fully vested and exercisable immediately prior to the effective date of a Liquidity Event.
      Section 6.2 Commencement of Vesting and Exercisability of Performance Options

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          (a) Classification of Performance Options and Superior Options. The Superior Options shall become Performance Options. The Performance Options shall be divided into five groups: the 2007 Options, the 2008 Options, the 2009 Options, the 2010 Options and the 2011 Options. The number of Performance Options in each group shall be determined as follows:
               (i) Each of the 2007 Options and the 2008 Options shall have a number of Performance Options equal to 20% of the original number of Performance Options set forth in the Stock Option Grant Notice.
               (ii) Each of the 2009 Options, the 2010 Options and the 2011 Options shall have a number of Performance Options equal to the sum of (A) 20% of the original number of Performance Options set forth in the Stock Option Grant Notice and (B) 33 1/3 % of the original number of Superior Options set forth in the Stock Option Grant Notice.
          (b) Performance Acceleration. Subject to the provisions set forth below, the Performance Options shall vest and become exercisable as follows:
               (i) The 2007 Options shall be fully vested as of the closing of the IPO.
               (ii) 100% of the 2008 Options shall vest and become exercisable on December 31, 2008 if, on such date (or within 120 days thereafter), the Administrator determines that EBITDA for 2008 equals or exceeds the high end of the EBITDA Range for 2008. If the Administrator determines that the EBITDA for 2008 is below the low end of the EBITDA Range for 2008, none of the 2008 Options shall vest and if the Administrator determines that the 2008 EBITDA is within the 2008 EBITDA Range, then the Administrator will use linear interpolation to determine the percentage of the 2008 Options that shall vest and become exercisable, which percentage shall be between 50% and 100% of the 2008 Options. Any 2008 Options that do not vest shall be added to the 2009 Options, except as otherwise provided by the Board.
               (iii) The 2009 Options shall vest and become exercisable as provided in clause (ii), but with “2009” substituted for “2008” and “2010” substituted for “2009”.
               (iv) The 2010 Options shall vest and become exercisable as provided in clause (ii), but with “2010” substituted for “2008”, except that any 2010 options that do not vest shall remain unvested but may become vested and exercisable pursuant to Section 2.2(c) or (d).
               (v) The 2011 Options shall vest and become exercisable as provided in clause (ii), but with “2011” substituted for “2008”, except that any 2011 options that do not vest shall remain unvested but may become vested and exercisable pursuant to Section 2.2(c) or (d).
          (c) Liquidity Event Vesting. Except as provided below, a percentage of Performance Options shall vest and become exercisable immediately prior to the effective date of a Liquidity Event if Liquidity Proceeds in a Liquidity Event equal or exceed a certain return on the Investment, as follows:
               (i) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to 2.5 times the Investment, the Performance Options shall vest and become exercisable

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with respect to that percentage of the Performance Options equal to the difference between (x) 50% of the Performance Options, and (y) the percentage of Performance Options that vested pursuant to Section 2.2(b) prior to the date of the Liquidity Event;
               (ii) If, in connection with a Liquidity Event, Liquidity Proceeds are between 2.5 times the Investment and 3.0 times the Investment, the Performance Options shall vest and become exercisable with respect to that percentage of the Performance Options equal to the difference between (x) a portion of the Performance Options that is between 50% and 100% of the Performance Options as determined by the Administrator using linear interpolation and (y) the percentage of Performance Options that vested pursuant to Section 2.2(b) prior to the date of the Liquidity Event; and
               (iii) If, in connection with a Liquidity Event, Liquidity Proceeds are equal to or greater than 3.0 times the Investment, the Performance Options shall become fully vested and exercisable immediately prior to the effective date of the Liquidity Event.
          (d) Internal Rate of Return Acceleration. If, in connection with a Liquidity Event, Liquidity Proceeds are greater than or equal to the Internal Rate of Return for the Performance Options with respect to all Investments, the Performance Options shall become fully vested and exercisable immediately prior to the effective date of such Liquidity Event.
      Section 6.3 Administrator Determination of Targets . The Administrator shall make the determination as to whether the respective EBITDA Targets or Internal Rate of Return have been met, and shall determine the extent, if any, to which the Options have become vested and exercisable, on any such date as the Administrator in its sole discretion shall determine; provided, however, that with respect to each Fiscal Year such date shall not be later than the 120th day following the end of such Fiscal Year.
      Section 6.4 No Vesting of Options . Any portion of the Options that have not become vested or exercisable pursuant to Sections 2.1 or 2.2 on or prior to the date of the Optionee’s Termination of Service shall be forfeited and shall not thereafter become exercisable.
      Section 6.5 Duration of Exercisability . The installments of the Options that become exercisable as provided for above are cumulative. Each such installment which becomes exercisable shall remain exercisable until it becomes unexercisable under Section 2.6.
      Section 6.6 Expiration of Option
          (a) The Options may not be exercised to any extent by anyone after the first to occur of the following events:
               (i) The Final Expiration Date;
               (ii) Except as the Administrator may otherwise approve, ninety (90) days following the date of the Optionee’s Termination of Service for any reason other than Cause, death or Disability;

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               (iii) Except as the Administrator may otherwise approve, the date of the Optionee’s Termination of Service for Cause;
               (iv) Except as the Administrator may otherwise approve, twelve months following the Optionee’s Termination of Service by reason of the Optionee’s death or Disability; or
               (v) Pursuant to the terms of the Stockholders Agreement.
          (b) For the purposes of the Plan and this Agreement, the date of the Termination of Service shall be the last day of the Optionee’s service as a Service Provider, whether such day is selected by agreement with the Optionee or unilaterally by the Company or its Subsidiary and whether with or without advance notice. For the avoidance of doubt, no period of notice that is given or that ought to have been given under applicable law in respect of such Termination of Service will be utilized in determining entitlement under the Plan, the Stockholders Agreement or this Agreement. Any action by the Company or its Subsidiary taken in accordance with the terms of the Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company or its Subsidiary to the Optionee in respect of the Plan or this Agreement arising from or in connection with such Termination of Service, including in respect of any period of notice given or that ought to have been given under applicable law in respect of such Termination of Service.
      Section 6.7 Partial Exercise . Any exercisable portion of the Options or all the Options, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Options or portion thereof becomes unexercisable.
      Section 6.8 Exercise of Options . The exercise of the Options shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article V of the Plan. In order to exercise an option, the Participant must provide written notice of exercise to the Company in accordance with the Plan and this Agreement.
      Section 6.9 Manner of Exercise; Tax Withholding
          (a) To the extent permitted by law or the applicable listing rules, if any, the Optionee may pay for the Shares with respect to which such Option or portion of such Option is exercised through (i) payment in cash; (ii) with the consent of the Administrator, the delivery of Shares which have been owned by the Optionee for at least six months, duly endorsed for transfer to the Company with a Fair Market Value on the date of delivery equal to the aggregate Exercise Price of the exercised portion of the Option (provided such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements), (iii) with the consent of the Administrator, through the surrender of Shares then issuable upon exercise of the Option having a Fair Market Value on the date of the exercise of the Option equal to the aggregate Exercise Price of the exercised portion of the Option (in which case the Optionee will be deemed the legal owner of such surrendered Shares at the time of the exercise of the Option), or (iv) through a cashless exercise program (effectuated through a broker) approved by the Administrator.
          (b) The Optionee shall pay to the Company or any applicable Subsidiary, or make provision satisfactory to the Company or such Subsidiary, for payment of, any taxes

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required by law to be withheld in connection with the grant, vesting, assignment, and/or exercise of any portion of the Option, as applicable. With respect to any portion of the Option that is exercised (i) prior to an IPO, (ii) prior to a Change in Control, and (iii) within the period beginning on the date ninety (90) days prior to the date the Option is scheduled to expire pursuant to Section 2.6(a)(ii) or Section 2.6(a)(iv) and ending on the date such option is scheduled to expire pursuant to Section 2.6(a)(ii) or Section 2.6(a)(iv), as applicable, and subject to any applicable legal conditions or restrictions, the Company shall, upon the Optionee’s request, withhold from the shares of Common Stock otherwise issuable to the Optionee upon the exercise of the Option or any portion thereof a number of whole Shares having a Fair Market Value, determined as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); provided that the foregoing is at such time permitted under the terms of the agreements governing any indebtedness to which the Company or any of its Subsidiaries may be a party; and provided, further that no fractional shares of Common Stock will be retained to satisfy any portion of the withholding tax and the Optionee hereby agrees to satisfy any additional amount of withholding taxes that are not satisfied through the retention of shares of Common Stock by the Company. Any shares of Common Stock retained by the Company pursuant to this Section shall be deducted from the underlying shares to be received by such Optionee upon exercise of the Option. Any adverse consequences to the Optionee arising in connection with the Share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Optionee.
ARTICLE VII
OTHER PROVISIONS
      Section 7.1 Optionee Representation; Not a Contract of Service . The Optionee hereby represents that the Optionee’s execution of this Agreement and participation in the Plan is voluntary and that the Optionee has in no way been induced to enter into this Agreement in exchange for or as a requirement of the expectation of service with the Company or any of its Subsidiaries. Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue as a Service Provider or shall interfere with or restrict in any way the rights of the Company or its Subsidiaries, which are hereby expressly reserved, to discharge the Optionee at any time for any reason whatsoever, with or without Cause except pursuant to an employment or consulting agreement executed by and between the Company and the Optionee and approved by the Board.
      Section 7.2 Shares Subject to Plan and Stockholders Agreement; Restrictions on the Transfer of Options and Common Stock . The Optionee acknowledges that this Option and any shares acquired upon exercise of the Option are subject to the terms of the Plan and the Stockholders Agreement including, without limitation, the restrictions set forth in Sections 5.6 and 5.7 of the Plan.
      Section 7.3 Construction . This Agreement shall be administered, interpreted and enforced under the laws of the state of Delaware.
      Section 7.4 Adjustments in EBITDA . The EBITDA Ranges specified in Appendix B are based upon (i) certain revenue and expense assumptions about the future business of the

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Company; (ii) a management model prepared by the Company for the projected financial performance of the Company, which incorporates the desired internal rate of return on the investment by the Principal Stockholders in debt and equity securities or instruments of the Company and its Subsidiaries and (iii) the continued application of accounting policies used by the Company as of the date the Option is granted. Accordingly, in the event that, after such date, the Administrator determines, in its sole discretion, that any acquisition or disposition of any business by the Company, any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or changes in generally accepted accounting principles applicable to, or the accounting policies used by, the Company occurs such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available with respect to the Option, then the Administrator shall, subject to Section 8.1 of the Plan, in good faith and in such manner as it may deem equitable, adjust the EBITDA Ranges to reflect the projected effect of such transaction(s) or event(s) on the EBITDA Ranges.
      Section 7.5 Conformity to Securities Laws . The Optionee acknowledges that the Plan is intended to conform to the extent necessary with all provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 and any and all regulations and rules promulgated thereunder by the Securities and Exchange Commission, including without limitation Rule 16b-3. Notwithstanding anything herein to the contrary, the Plan, the Stockholders Agreement and this Agreement shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.
      Section 7.6 Amendment, Suspension and Termination . The Option may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board, provided that, except as provided by Section 8.1 of the Plan, neither the amendment, suspension nor termination of this Agreement shall, without the consent of the Optionee, alter or impair any rights or obligations under the Option.
ARTICLE VIII
DEFINITIONS
     Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.
      Section 8.1 [Intentionally omitted.]

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      Section 8.2 Agreement . “Agreement” shall have the meaning set forth in the Stock Option Grant Notice.
      Section 8.3 [Intentionally omitted.]
      Section 8.4 Cause . “Cause” shall mean,
          (a) the Board’s determination that the Optionee failed to substantially perform his or her duties (other than any such failure resulting from the Optionee’s disability) which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (b) the Board’s determination that the Optionee failed to carry out, or comply with any lawful and reasonable directive of the Board or the Optionee’s immediate supervisor, which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (c) the Optionee’s conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or a crime involving moral turpitude;
          (d) the Optionee’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or one of its Subsidiaries’, as applicable, premises or while performing the Optionee’s duties and responsibilities; or
          (e) the Optionee’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against the Company or one of its Subsidiaries, as applicable.
Notwithstanding the foregoing, if the Optionee is a party to a written employment or consulting agreement with the Company (or one of its Subsidiaries), then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.
      Section 8.5 Company . “Company” shall mean SS&C Technologies Holdings, Inc.
      Section 8.6 EBITDA . “EBITDA” for a given Fiscal Year shall mean consolidated earnings before interest, taxes, depreciation, and amortization of the Company and its consolidated Subsidiaries, adjusted for management fees paid to the Principal Stockholders, or its Affiliates, less all annual bonuses payable with respect to the applicable Fiscal Year to the extent not deducted, as reflected on the Company’s audited consolidated financial statements for such Fiscal Year, but excluding certain extraordinary and non-recurring items as determined by the Administrator. EBITDA shall include earnings from any company acquired by the Company on or before March 31, 2006.
      Section 8.7 EBITDA Range . “EBITDA Range” for a given year shall be as set forth in Appendix B of this Agreement, subject to the provisions of Section 3.4.
      Section 8.8 Exercise Price . “Exercise Price” shall mean the per share price set forth in the Stock Option Grant Notice.

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      Section 8.9 Final Expiration Date . “Final Expiration Date” shall mean the date set forth in the Stock Option Grant Notice.
      Section 8.10 Fiscal Year . “Fiscal Year” shall mean the fiscal year of the Company, as in effect from time to time.
      Section 8.11 Grant Date . “Grant Date” shall be the date set forth in the Stock Option Grant Notice.
      Section 8.12 IPO ” means the Company’s initial public offering of Common Stock pursuant to a registration statement filed in accordance with the Securities Act of 1933, as amended.
      Section 8.13 Internal Rate of Return . “Internal Rate of Return” shall mean, with respect to any Investment, a dollar amount representing a 40% Investor Return on such Investment.
     For purposes of calculating the Internal Rate of Return:
     (x) The amount of an Investment shall be the amount paid by such Principal Stockholder to any Person (including, without limitation, the Company, any Subsidiary, or any underwriter) for the purchase of equity securities; provided that if such Principal Stockholder shall have acquired such equity securities directly from another Principal Stockholder or through an uninterrupted series of Principal Stockholders, the amount of such Investment shall be the amount initially paid to purchase such equity securities from a Person other than a Principal Stockholder; and
     (y) The initial date of an Investment shall be the date such Principal Stockholder purchased such equity securities from any Person (including, without limitation, the Company, any Subsidiary, or any underwriter); provided that if such Principal Stockholder acquired such equity securities directly from another Principal Stockholder or through an uninterrupted series of Principal Stockholders, the initial date of such Investment shall be the date such equity securities were initially acquired from a Person other than a Principal Stockholder.
      Section 8.14 Investment . “Investment” shall mean any investment of funds by the Principal Stockholders in equity securities of the Company and its Subsidiaries.
      Section 8.15 Investor Return . “Investor Return” shall mean the annual compounded pre-tax internal rate of return on a given Investment determined with respect to the period beginning on the initial date of such Investment and ending on the effective date of a Liquidity Event.
      Section 8.16 Liquidity Event . “Liquidity Event” shall mean either (a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of related transactions, of the equity securities of the Company or its successor held, directly or indirectly, by all of the Principal Stockholders in exchange for currency, such that immediately following such transaction (or series of related transactions), the total number of all equity securities held, directly or indirectly, by all of the Principal Stockholders and any Affiliate of any Principal

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Stockholder(s) is, in the aggregate, less than 50% of the total number of equity securities (as adjusted for the occurrence of a Corporate Event) held, directly or indirectly, by all of the Principal Stockholders immediately following the consummation of the IPO; or (b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company, or the Company and its Subsidiaries taken as a whole, to any “person” (as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934) other than to any Principal Stockholder(s) or an Affiliate of any Principal Stockholder(s).
      Section 8.17 Liquidity Proceeds . “Liquidity Proceeds” shall mean the sum of (a) the aggregate fair-market value of the consideration actually received (excluding any management or similar fees) by the Principal Stockholders on their Investment in connection with a Liquidity Event, after taking into account all post closing adjustments and after deducting all transaction costs and expenses, and assuming exercise of all options and warrants to purchase equity securities of the Company outstanding as of the effective date of such Liquidity Event (after giving effect to different dates of investment, if any, and after giving effect to any dilution of securities or instruments arising in connection with such Liquidity Event); provided however, that if the Principal Stockholders retain any Investment or portion thereof following such Liquidity Event, the fair market value of such Investment (or portion) immediately following such Liquidity Event shall be deemed “consideration received” for purposes of calculating the Liquidity Proceeds, and provided further that the fair market value of any non-cash consideration (including stock) shall be determined by the Board in its sole discretion as of the date of such Liquidity Event and (b) the amount of cash dividends the Principal Stockholders receive on the Investment from time to time.
      Section 8.18 Option(s) . “Option(s)” shall mean the option(s) to purchase Common Stock granted under this Agreement.
      Section 8.19 Performance Options . “Performance Option(s)” shall mean the portion of the Options designated as Performance Options in the Stock Option Grant Notice.
      Section 8.20 Plan . “Plan” shall mean the 2006 Equity Incentive Plan of SS&C Technologies Holdings, Inc.
      Section 8.21 Principal Stockholders . “Principal Stockholders” shall mean (i) Carlyle Partners IV, L.P., a Delaware limited partnership, and CP IV Coinvestment, L.P. a Delaware limited partnership, and (ii) any of their Affiliates to which (X) any of the Principal Stockholders or any other Person transfers Common Stock or (Y) the Company issues Common Stock.
      Section 8.22 Share . “Share” shall mean a share of Common Stock.
      Section 8.23 Stock Option Grant Notice . “Stock Option Grant Notice” shall mean the first page of this Agreement.
      Section 8.24 Superior Options . “Superior Options” shall mean the portion of the Options designated as Superior Options in the Stock Option Grant Notice.

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      Section 8.25 Time Options . “Time Options” shall mean the portion of the Options designated as Time Options in the Stock Option Grant Notice.
      Section 8.26 Vesting Commencement Date . “Vesting Commencement Date” shall have the meaning set forth in the Stock Option Grant Notice.
***

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APPENDIX B

EBITDA RANGES
($ Millions)

As of the end of the fiscal year
         
Fiscal Year   EBITDA Range
2008
  To be determined by the Board
 
       
2009
  To be determined by the Board
 
       
2010
  To be determined by the Board
 
       
2011
  To be determined by the Board

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Exhibit 10.26
SS&C TECHNOLOGIES HOLDINGS, INC.
2008 STOCK INCENTIVE PLAN
1. Purpose
     The purpose of this 2008 Stock Incentive Plan (the “Plan”) of SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”), and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).
2. Eligibility
     All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”) and other stock-based awards (each, an “Award”) under the Plan. Each person who receives an Award under the Plan is deemed a “Participant.”
3. Administration and Delegation
     (a)  Administration by Board of Directors . The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under the Plan made in good faith.
     (b)  Appointment of Committees . To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall

 


 

mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.
     (c)  Delegation to Officers . To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Awards (subject to any limitations under the Plan) to employees or officers of the Company or any of its present or future subsidiary corporations and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).
4. Stock Available for Awards
     (a)  Number of Shares . Subject to adjustment under Section 9, Awards may be made under the Plan for up to the number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) that is equal to the sum of:
          (1) 1,250,000 shares of Common Stock (after giving effect to the Company’s seven and one half-for-one stock split in the form of a stock dividend, effective as of April 23, 2008 (the “Stock Split”)); plus
          (2) an annual increase to be added on the first day of each of the Company’s fiscal years during the term of the Plan beginning in fiscal year 2009 equal to the least of (i) 1,250,000 shares of Common Stock, (ii) 2 % of the outstanding shares on such date or (iii) an amount determined by the Board.
     If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), is settled in cash or otherwise results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be available for the grant of Awards under the Plan. Further, shares of Common Stock tendered to the Company by a Participant to exercise an Award shall be added to the number of shares of Common Stock available for the grant of Awards under the Plan. However, in the case of Incentive Stock Options, the foregoing provisions shall be subject to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.
     (b)  Per-Participant Limit . Subject to adjustment under Section 9, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 500,000 per calendar year (after giving effect to the Stock

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Split). For purposes of the foregoing limit, the combination of an Option in tandem with a SAR (as each is hereafter defined) shall be treated as a single Award. The per-Participant limit described in this Section 4(b) shall be construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder (“Section 162(m)”).
     (c)  Substitute Awards . In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required by reason of Section 422 and related provisions of the Code.
5. Stock Options
     (a)  General . The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable. An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory Stock Option.”
     (b)  Incentive Stock Options . An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of SS&C Technologies Holdings, Inc., any of SS&C Technologies Holdings, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or for any action taken by the Board, including without limitation the conversion of an Incentive Stock Option to a Nonstatutory Stock Option.
     (c)  Exercise Price . The Board shall establish the exercise price of each Option and specify the exercise price in the applicable option agreement. The exercise price shall be not less than 100% of the Fair Market Value (as defined below) on the date the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.
     (d)  Duration of Options . Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement.
     (e)  Exercise of Option . Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including

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electronic notice) approved by the Board together with payment in full as specified in Section 5(f) for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.
     (f)  Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:
          (1) in cash or by check, payable to the order of the Company;
          (2) except as may otherwise be provided in the applicable option agreement, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;
          (3) to the extent provided for in the applicable option agreement or approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;
          (4) to the extent permitted by applicable law and provided for in the applicable option agreement or approved by the Board, in its sole discretion, by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine; or
          (5) by any combination of the above permitted forms of payment.
     (g) “Fair Market Value” of a share of Common Stock for purposes of the Plan will be determined as follows:
          (1) if the Common Stock trades on a national securities exchange, the closing sale price (for the primary trading session) on the date of           grant; or
          (2) if the Common Stock does not trade on any such exchange, the average of the closing bid and asked prices as reported by an           authorized OTCBB market data vendor as listed on the OTCBB website (otcbb.com) on the date of grant; or
          (3) if the Common Stock is not publicly traded, the Board will determine the Fair Market Value for purposes of the Plan using any           measure of value it determines to be appropriate (including, as it considers appropriate, relying on

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appraisals) in a manner consistent with the valuation principles under Code Section 409A, except as the Board may expressly determine otherwise.
     For any date that is not a trading day, the Fair Market Value of a share of Common Stock for such date will be determined by using the closing sale price or average of the bid and asked prices, as appropriate, for the immediately preceding trading day and with the timing in the formulas above adjusted accordingly. The Board can substitute a particular time of day or other measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or market procedures or can, in its sole discretion, use weighted averages either on a daily basis or such longer period as complies with Code Section 409A.
     The Board has sole discretion to determine the Fair Market Value for purposes of the Plan, and all Awards are conditioned on the Participants’ agreement that the Board’s determination is conclusive and binding even though others might make a different determination.
6. Stock Appreciation Rights .
     (a)  General . The Board may grant Awards consisting of SARs entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined in whole or in part by reference to appreciation, from and after the date of grant, in the fair market value of a share of Common Stock over the exercise price established pursuant to Section 6(c). The date as of which such appreciation is determined shall be the exercise date.
     (b)  Grants . SARs may be granted in tandem with, or independently of, Options granted under the Plan.
          (1) Tandem Awards . When SARs are expressly granted in tandem with Options, (i) the SAR will be exercisable only at such time or times, and to the extent, that the related Option is exercisable (except to the extent designated by the Board in connection with a Corporate Event) and will be exercisable in accordance with the procedure required for exercise of the related Option; (ii) the SAR will terminate and no longer be exercisable upon the termination or exercise of the related Option, except to the extent designated by the Board in connection with a Corporate Event and except that a SAR granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the SAR; (iii) the Option will terminate and no longer be exercisable upon the exercise of the related SAR; and (iv) the SAR will be transferable only with the related Option.
          (2) Independent SARs . A SAR not expressly granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Board may specify in the SAR Award.
     (c)  Exercise Price . The Board shall establish the exercise price of each SAR and specify it in the applicable SAR agreement. The exercise price shall not be less than 100% of the

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Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of a SAR with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.
     (d)  Duration of SARs . Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement.
     (e)  Exercise of SARs . SARs may be exercised by delivery to the Company of a written notice of exercise signed by the proper person or by any other form of notice (including electronic notice) approved by the Board, together with any other documents required by the Board.
7. Restricted Stock; Restricted Stock Units .
     (a)  General . The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. Instead of granting Awards for Restricted Stock, the Board may grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).
     (b)  Terms and Conditions for All Restricted Stock Awards . The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.
     (c)  Additional Provisions Relating to Restricted Stock .
          (1) Dividends . Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such shares, unless otherwise provided by the Board. Unless otherwise provided by the Board, if any dividends or distributions are paid in shares, or consist of a dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the shares, cash or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid. Each dividend payment will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the date the dividends are paid to stockholders of that class of stock.
          (2) Stock Certificates . The Company may require that any stock certificates issued in respect of shares of Restricted Stock shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died,

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to the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant, “Designated Beneficiary” shall mean the Participant’s estate.
     (d)  Additional Provisions Relating to Restricted Stock Units .
          (1) Settlement . Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or an amount of cash equal to the Fair Market Value of one share of Common Stock, as provided in the applicable Award agreement. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant.
          (2) Voting Rights . A Participant shall have no voting rights with respect to any Restricted Stock Units.
          (3) Dividend Equivalents . To the extent provided by the Board, in its sole discretion, a grant of Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participants, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, as determined by the Board in its sole discretion, subject in each case to such terms and conditions as the Board shall establish, in each case to be set forth in the applicable Award agreement.
8. Other Stock-Based Awards
     Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based Awards”), including without limitation Awards entitling recipients to receive shares of Common Stock to be delivered in the future. Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.
9. Adjustments for Changes in Common Stock and Certain Other Events .
     (a)  Changes in Capitalization . In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities

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available under the Plan, (ii) the per-Participant limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share provisions and the exercise price of each SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award, and (vi) the share- and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.
     (b)  Corporate Events .
          (1) Definition . A “Corporate Event” shall mean any reorganization, merger, consolidation, liquidation, dissolution or sale, transfer, exchange or other disposition of all or substantially all of the capital stock or assets of the Company, exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, the acquisition or disposition of any material assets or business or other similar corporate transaction or event (other than the changes in capitalization referred to in Section 9(a)).
          (2) Consequences of a Corporate Event on Awards Other than Restricted Stock Awards . In connection with a Corporate Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Corporate Event unless exercised by the Participant within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Corporate Event, (iv) in the event of a Corporate Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Corporate Event (the “Acquisition Price”), make or provide for a cash payment to a Participant equal to the excess, if any, of (A) the Acquisition Price times the number of shares of Common Stock subject to the Participant’s Awards (to the extent the exercise price does not exceed the Acquisition Price) over (B) the aggregate exercise price of all such outstanding Awards and any applicable tax withholdings, in exchange for the termination of such Awards, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the

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exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.
          For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Corporate Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Corporate Event, the consideration (whether cash, securities or other property) received as a result of the Corporate Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Corporate Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Corporate Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Corporate Event.
          (3) Consequences of a Corporate Event on Restricted Stock Awards . Upon the occurrence of a Corporate Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Corporate Event in the same manner and to the same extent as they applied to the Common Stock subject to such Restricted Stock Award. Upon the occurrence of a Corporate Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Awards then outstanding shall automatically be deemed terminated or satisfied.
10. General Provisions Applicable to Awards
     (a)  Transferability of Awards . Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.
     (b)  Documentation . Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Such form may include an instrument signed or accepted by the Company and the Participant or a confirmatory memorandum to the Participant

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from the Company. Each Award may contain terms and conditions in addition to those set forth in the Plan.
     (c)  Board Discretion . Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.
     (d)  Termination of Status . The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.
     (e)  Withholding . The Participant must satisfy all applicable federal, state and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.
     (f)  Amendment of Award .
          (1) The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 9 hereof.
          (2) The Board may, without stockholder approval, amend any outstanding Award granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Award. The Board may also, without

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stockholder approval, cancel any outstanding award (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled award.
     (g)  Conditions on Delivery of Stock . The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.
     (h)  Acceleration . The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.
11. Miscellaneous
     (a)  No Right To Employment or Other Status . No person shall have any claim or right to be granted an Award, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.
     (b)  No Rights As Stockholder . Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.
     (c)  Effective Date and Term of Plan . The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the earlier of (i) the date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.
     (d)  Amendment of Plan . The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall have been approved by the Company’s stockholders if required by Section 162(m) (including the vote required under Section 162(m)); and (ii) no amendment that would require stockholder approval under the rules of the NASDAQ Stock

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Market may be made effective unless and until such amendment shall have been approved by the Company’s stockholders. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan.
     (e)  Provisions for Foreign Participants . The Board may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to recognize differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.
     (f)  Compliance with Code Section 409A . No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code, unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board.
     (g)  Governing Law . The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

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Exhibit 10.27
2008 STOCK INCENTIVE PLAN OF SS&C TECHNOLOGIES HOLDINGS, INC.
STOCK OPTION GRANT NOTICE AND
STOCK OPTION AGREEMENT
STOCK OPTION GRANT NOTICE
Unless otherwise defined herein, the terms defined in the 2008 Stock Incentive Plan (the “Plan”) of SS&C Technologies Holdings, Inc. (the “Company”) shall have the same defined meanings in this Stock Option Grant Notice and Stock Option Agreement.
You have been granted an option to purchase common stock, par value $0.01 per share, of the Company (the “Common Stock”), subject to the terms and conditions set forth in this Stock Option Grant Notice, the Stock Option Agreement attached hereto as Appendix A (collectively, the “Agreement”) and the Plan, as follows:
     
Name of Participant:
   
 
 
 
 
 
   
Total Number of Shares subject to the Option:
   
 
 
 
 
 
   
Exercise Price per Share:
  $
 
 
 
   
Total Exercise Price:
  $
 
 
 
   
Grant Date:
   
 
 
 
 
 
   
Type of Option:
  [Incentive] [Nonstatutory] Stock Option
 
   
Final Expiration Date:
  [10 years from Grant Date]
     
Vesting Schedule:
  This option will vest and become exercisable in accordance with the vesting schedule set forth in Section 2 of the Stock Option Agreement.
       
SS&C TECHNOLOGIES HOLDINGS, INC.
 
   
By
   
 
   
 
  Title:

 


 

APPENDIX A
STOCK OPTION AGREEMENT
1.   Grant of Option .
     This agreement evidences the grant by the Company on the Grant Date to the Participant, of an option to purchase, in whole or in part, on the terms provided herein and in the Plan, an aggregate of the Shares set forth in the Stock Option Grant Notice at an Exercise Price per Share set forth in the Stock Option Grant Notice (without commission or other charge).
     It is intended that the option evidenced by this agreement shall [not] be an incentive stock option (“Incentive Stock Option”) as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant,” as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.
2.   Vesting Schedule .
     (a) This option will become exercisable (“vest”) as to 25% of the original number of Shares on the first anniversary of the Grant Date and as to an additional 1/36 of the remaining number of Shares on the day of the month of the Grant Date beginning with each successive month following the first anniversary of the Grant Date until the fourth anniversary of the Grant Date. 1
     (b) This option shall become fully vested and exercisable immediately prior to the effective date of a Change in Control.
     (c) The right of exercise shall be cumulative so that to the extent this option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Expiration Date or the termination of this option under Section 3 hereof or the Plan.
3.   Exercise of Option .
     (a)  Form of Exercise . Except as otherwise provided by the Board, each election to exercise this option shall be in writing (including electronic submission), signed by the Participant and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.
     (b)  Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee,
 
1   Kenneth Daly will receive a fully vested option effective upon closing of the Company’s initial public offering.

 


 

officer or director of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).
  (c)   Expiration of Option .
          (1) This option may not be exercised to any extent by anyone after the first to occur of the following events:
               (A) The Final Expiration Date;
               (B) Except as the Board may otherwise approve, ninety (90) days following the date of the Participant’s Termination of Service for any reason other than Cause, death or Disability;
               (C) Except as the Board may otherwise approve, the date of the Participant’s Termination of Service for Cause;
               (D) Except as the Board may otherwise approve, twelve months following the Participant’s Termination of Service by reason of the Participant’s death or Disability; or
               (E) Pursuant to the terms of the Stockholders Agreement.
          (2) If, pursuant to the terms of the Stockholders Agreement, the Company has a right to repurchase the Participant’s Shares, the Company may exercise such call right regardless of whether the Participant continues to have a right to exercise this option under Section 3(c).
          (3) For the purposes of the Plan and this Agreement, the date of the Termination of Service shall be the last day of the Participant’s service as a Service Provider, whether such day is selected by agreement with the Participant or unilaterally by the Company or its Subsidiary and whether with or without advance notice. For the avoidance of doubt, no period of notice that is given or that ought to have been given under applicable law in respect of such Termination of Service will be utilized in determining entitlement under the Plan, the Stockholders Agreement or this Agreement. Any action by the Company or its Subsidiary taken in accordance with the terms of the Plan and this Agreement as set out aforesaid shall be deemed to fully and completely satisfy any liability or obligation of the Company or its Subsidiary to the Participant in respect of the Plan or this Agreement arising from or in connection with such Termination of Service, including in respect of any period of notice given or that ought to have been given under applicable law in respect of such Termination of Service.
4.   Tax Matters .
     (a)  Withholding . The Participant shall pay to the Company or any applicable Subsidiary of the Company, or make provision satisfactory to the Company or such Subsidiary, for payment of, any taxes required by law to be withheld in connection with the grant, vesting, assignment and/or exercise of any portion of this option, as applicable. With respect to any portion of this option that is exercised (i) prior to a Change in Control and (ii) within the period beginning on the date ninety (90) days prior to the date this option is scheduled to expire

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pursuant to Section 3(c)(1)(B) or Section 3(c)(1)(D) and ending on the date such option is scheduled to expire pursuant to Section 3(c)(1)(B) or Section 3(c)(1)(D), as applicable, and subject to any applicable legal conditions or restrictions, the Company shall, upon the Participant’s request, withhold from the shares of Common Stock otherwise issuable to the Participant upon the exercise of this option or any portion thereof a number of whole Shares having a Fair Market Value, determined as of the date of exercise, not in excess of the minimum of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); provided that the foregoing is at such time permitted under the terms of the agreements governing any indebtedness to which the Company or any of its Subsidiaries may be a party; and provided, further that no fractional shares of Common Stock will be retained to satisfy any portion of the withholding tax and the Participant hereby agrees to satisfy any additional amount of withholding taxes that are not satisfied through the retention of shares of Common Stock by the Company. Any shares of Common Stock retained by the Company pursuant to this Section shall be deducted from the underlying shares to be received by such Participant upon exercise of this option. Any adverse consequences to the Participant arising in connection with the Share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Participant.
     (b)  Disqualifying Disposition . If this option is an Incentive Stock Option and the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.
5.   Nontransferability of Option .
     This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.
6.   Provisions of the Plan and Stockholders Agreement .
     This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option, and the Stockholders Agreement.
7.   Definitions .
     Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.
     (a)  Agreement . “Agreement” shall have the meaning set forth in the Stock Option Grant Notice.
     (b)  Cause . “Cause” shall mean,

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          (1) The Board’s determination that the Participant failed to substantially perform his or her duties (other than any such failure resulting from the Participant’s disability) which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (2) the Board’s determination that the Participant failed to carry out, or comply with any lawful and reasonable directive of the Board or the Participant’s immediate supervisor, which is not remedied within ten days after receipt of written notice from the Company or one of its Subsidiaries, as applicable, specifying such failure;
          (3) the Participant’s conviction, plea of no contest, plea of nolo contendere , or imposition of unadjudicated probation for any felony or a crime involving moral turpitude;
          (4) the Participant’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s or one of its Subsidiaries’, as applicable, premises or while performing the Participant’s duties and responsibilities; or
          (5) the Participant’s commission of a material act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company or one of its Subsidiaries, as applicable.
Notwithstanding the foregoing, if the Participant is a party to a written employment or consulting agreement with the Company (or one of its Subsidiaries), then “Cause” shall be as such term is defined in the applicable written employment or consulting agreement.
     (c)  Change in Control . “Change in Control” shall mean the consummation of any transaction or series of transactions pursuant to which one or more Persons or group of Persons (other than any Principal Stockholder or its Affiliates) acquires (a) capital stock of the Company possessing the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or (b) all or substantially all of the assets of the Company and its Subsidiaries.
     (d)  Company . “Company” shall mean SS&C Technologies Holdings, Inc.
     (e)  Disability . “Disability” shall mean “disability,” as such term is defined in Section 22(e)(3) of the Code.
     (f)  Exercise Price . “Exercise Price” shall mean the per share price set forth in the Stock Option Grant Notice.
     (g)  Final Expiration Date . “Final Expiration Date” shall mean the date set forth in the Stock Option Grant Notice.
     (h)  Grant Date . “Grant Date” shall be the date set forth in the Stock Option Grant Notice.

-4-


 

     (i)  IPO . “IPO” shall mean the Company’s initial public offering of Common Stock pursuant to a registration statement filed in accordance with the Securities Act of 1933, as amended.
     (j)  Person . “Person” shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.
     (k)  Plan . “Plan” shall mean the 2008 Stock Incentive Plan of SS&C Technologies Holdings, Inc.
     (l)  Principal Stockholders . “Principal Stockholders” shall mean (i) Carlyle Partners IV, L.P., a Delaware limited partnership, and CP IV Coinvestment, L.P., a Delaware limited partnership, and (ii) any of their Affiliates to which (X) any of the Principal Stockholders or any other Person transfers Common Stock or (Y) the Company issues Common Stock.
     (m)  Share . “Share” shall mean a share of Common Stock.
     (n)  Stock Option Grant Notice . “Stock Option Grant Notice” shall mean the first page of this Agreement.
     (o)  Stockholders Agreement . “Stockholders Agreement” shall mean that certain agreement by and between each Participant, the Principal Stockholders, the Company and other parties thereto, which contains certain restrictions and limitations applicable to options and the shares of Common Stock acquired upon option exercise or grant of restricted stock. The Board, in its discretion, shall determine the terms of the Stockholders Agreement and may amend the terms thereof on behalf of the Company from time to time. If the Participant is not a party to a Stockholders Agreement at the time of grant of restricted stock or exercise of the option (or any portion thereof), the grant of restricted stock or, as applicable, the exercise of the option shall be subject to the condition that the Participant enter into the Stockholders Agreement with the Company.
     (p)  Subsidiary . “Subsidiary” of any entity shall mean any corporation in an unbroken chain of corporations beginning with such entity if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.
     (q)  Termination of Service . “Termination of Service” shall mean [the time when the engagement of a Participant as a Service Provider Stockholder (as defined in the Stockholders Agreement) is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, failure to be elected or appointed, discharge, death or retirement, but excluding (i) terminations where there is simultaneous commencement by the former Service Provider Stockholder of a relationship with the Company or a Subsidiary as a Service Provider Stockholder and (b) at the discretion of the Board, terminations which result in a temporary severance of the service relationship. The Board, in its good faith judgment, shall determine the effect of all matters and questions relating to Termination of Service, including, but not byway of limitation, the question of whether a Termination of Service resulted from discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of

-5-


 

Service. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Service Provider’s service at any time for any reason, with or without cause, except to the extent expressly provided otherwise in writing] [the time when the Participant ceases to be a director of the Company].

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Exhibit 10.28
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENT
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
          This Amendment No. 1 (“ Amendment ”), dated April 22, 2008, to the Stockholders Agreement (the “ Agreement ”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “ Company ”), Carlyle Partners IV, L.P., a Delaware limited partnership (“ CP IV ”), CP IV Coinvestment, L.P., a Delaware limited partnership (“ Coinvestment ”, and, together with CP IV, the “ Initial Carlyle Stockholders ”), and William C. Stone, an individual (“ Executive ”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
RECITALS:
          WHEREAS, the Company, the Initial Carlyle Stockholders and Executive desire to amend the Agreement in accordance with the terms of this Amendment.
AGREEMENT :
          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
          Section 1. Amendments .
          (a) Effective as of the date hereof, Section 1 of the Agreement is hereby amended by (1) deleting the word “and” immediately prior to “(v)”; (2) adding the phrase “; (vi) Transfers pursuant to an effective registration statement under the Securities Act (as defined below); and (vii) following an IPO, Transfers pursuant to Rule 144 promulgated under the Securities Act” immediately following the phrase “any Permitted Transfer” in the first sentence of Section 1; and (3) amending and restating the last sentence of Section 1 in its entirety to read as follows: “It shall be a condition to any Permitted Transfer or any Transfer requiring approval by the Board pursuant to this Section 1 that the transferee shall (i) agree to become a party to this Agreement as a Carlyle Stockholder (if such Transfer is effected by a Carlyle Stockholder) or as an Executive Stockholder (if such transfer is effected by an Executive Stockholder), as the case may be, and (ii) execute a signature page in the form attached as Exhibit A hereto acknowledging that such transferee agrees to be bound by the terms hereof.”
          (b) Effective as of the date hereof, Section 3 of the Agreement is hereby amended by adding the phrase “(other than Transfers pursuant to an effective registration statement in connection with an IPO)” immediately following the phrase “Third Party Purchaser” the first time such phrase appears in the first sentence of Section 3.

1


 

          (c) Effective as of, and subject to, the closing of the Company’s initial public offering, Section 7(a) of the Agreement is hereby amended and restated in its entirety to read as follows:
          “(a) Nomination. The Company and the Stockholders shall take such action as may be required under applicable law to cause the Board to consist of seven (7) Directors. The Stockholders and the Company agree that (i) the Carlyle Stockholders shall collectively be entitled to nominate for election to the Board four (4) Directors (the “ Carlyle Designees ”); (ii) the Chief Executive Stockholders shall collectively be entitled to nominate for election to the Board two (2) Directors (the “ Executive Designees ”), one of whom shall be Executive for so long as Executive is the Chief Executive Officer of the Company; and (iii) the Carlyle Stockholders and the Chief Executive Stockholders shall collectively be entitled to nominate for election to the Board one (1) Director (the “ Stockholders Designee ”); provided, however, that (A) the number of Carlyle Designees shall be reduced to (x) three (3) Directors at such time as the Carlyle Stockholders hold less than 40% of the then-outstanding shares of Common Stock, (y) two (2) Directors at such time as the Carlyle Stockholders hold less than 30% of the then-outstanding shares of Common Stock and (z) one (1) Director at such time as the Carlyle Stockholders hold less than 15% of the then-outstanding shares of Common Stock and (B) the number of Executive Designees shall be reduced to one (1) at such time as Executive holds less than 15% of the then-outstanding shares of Common Stock. So long as the Carlyle Stockholders shall be entitled to nominate directors for election to the Board pursuant to this Section 7(a), CP IV shall be entitled to designate at least one of the Carlyle Designees. At the option of the Carlyle Stockholders, the Carlyle Stockholders may, by written notice to the Company, designate the Carlyle Stockholder(s) that have the right to nominate the individual Carlyle Designees. For so long as Executive serves as a member of the Board, Executive shall be a member of any Executive Committee of the Board.”
          (d) Effective as of, and subject to, the closing of the Company’s initial public offering, Section 7(d) of the Agreement is hereby amended and restated in its entirety to read as follows:
          “(d) Vacancies . In the event that a vacancy is created on the Board at any time by death, disability, retirement, resignation or removal of a Director designated by the Carlyle Stockholders, each Stockholder hereby agrees to vote all Shares owned or held of record by it for the individual designated to fill such vacancy by the Carlyle Stockholders. In the event that a vacancy is created on the Board at any time by death, disability, retirement, resignation or removal of a Director designated by Executive, each Stockholder hereby agrees to vote all Shares owned or held of record by it for the individual designated to fill such vacancy by Executive. In the event that a vacancy is created on the Board at any time by death, disability, retirement, resignation or removal of the Director designated collectively by the Carlyle Stockholders and the Chief Executive Stockholders, each Stockholder hereby agrees to vote all Shares owned or held of record by it for the individual designated to fill such vacancy by the Carlyle Stockholders and the Chief Executive Stockholders, collectively.”

2


 

          (e) Effective as of, and subject to, the closing of the Company’s initial public offering, Section 9 of the Agreement is hereby amended by adding “, 7(c)” immediately following the phrase “(i) the provisions of Sections 3, 4” in the proviso of Section 9.
          (f) Effective as of, and subject to, the closing of the Company’s initial public offering, Section 10(b) of the Agreement is hereby amended by adding “Stockholders Designee” and “Section 7” in the appropriate alphabetical position in the list of defined terms.
          Section 2. Miscellaneous .
          (a) Effect of Amendment . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Agreement or any agreement or instrument referred to therein, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement or any agreement or instrument referred to therein, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Agreement specifically referred to herein. On and after the date hereof, any reference to the Agreement in any agreement or instrument referred to therein shall mean the Agreement as modified hereby.
          (b) Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the choice of law principles therein).
          (c) Interpretation . The headings of the Sections contained in this Amendment are solely for the purpose of reference, are not part of the agreement of the Parties and shall not affect the meaning or interpretation of this Amendment.
          (d) Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
          (e) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.
[Remainder of Page Intentionally Left Blank.]

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     IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
         
  SS&C TECHNOLOGIES HOLDINGS, INC.
 
 
  By:   /s/ William C. Stone  
    Name:   William C. Stone   
    Title:   Chairman of the Board and
Chief Executive Officer 
 
 
                 
    CARLYLE PARTNERS IV, L.P.,    
        a Delaware limited partnership    
 
               
 
      By:   TC Group IV, L.P.,    
 
      its General Partner    
 
               
 
      By:   TC Group IV Managing GP, L.L.C.,    
 
      its General Partner    
 
               
 
      By:   TC Group, L.L.C.,    
 
      its Managing Member    
 
               
 
      By:   TCG Holdings, L.L.C.,    
 
      its Managing Member    
 
               
 
      By:   /s/ Claudius E. Watts, IV     
 
               
 
          Name: Claudius E. Watts, IV    
 
          Title: Managing Director    
 
               
    CP IV COINVESTMENT, L.P.,    
        a Delaware limited partnership    
 
               
 
      By:   TC Group IV, L.P.,    
 
      its General Partner    
 
               
 
      By:   TC Group IV Managing GP, L.L.C.,    
 
      its General Partner    
 
               
 
      By:   TC Group, L.L.C.,    
 
      its Managing Member    

4


 

                 
 
      By:   TCG Holdings, L.L.C.,    
 
      its Managing Member    
 
               
 
      By:   /s/ Claudius E. Watts, IV     
 
               
 
          Name: Claudius E. Watts, IV    
 
          Title: Managing Director    
         
     
  By:   /s/ William C. Stone   
    William C. Stone   
       
 

5

 

Exhibit 10.29
AMENDMENT NO. 1 TO SERVICE PROVIDER STOCKHOLDERS AGREEMENT
OF
SS&C TECHNOLOGIES HOLDINGS, INC.
          This Amendment No. 1 (“ Amendment ”), dated April 22, 2008, to the Service Provider Stockholders Agreement (the “ Agreement ”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “ Company ”), Carlyle Partners IV, L.P., a Delaware limited partnership (“ CP IV ”), and CP IV Coinvestment, L.P., a Delaware limited partnership (“ Coinvestment ”, and, together with CP IV, the “ Initial Carlyle Stockholders ”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
RECITALS:
          WHEREAS, the Company and the Initial Carlyle Stockholders desire to amend the Agreement in accordance with the terms of this Amendment; and
          WHEREAS, this Amendment has been approved by resolution of the board of directors of the Company in accordance with Section 10(k) of the Agreement (the “ Board Resolution ”).
AGREEMENT :
          NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, hereby agree as follows:
Section 1. Amendments .
          (a) Effective as of the date hereof, Section 1 of the Agreement is hereby amended by (1) deleting the word “and” immediately prior to “(iv)”; (2) adding the phrase “; and (v) Transfers pursuant to an effective registration statement filed in accordance with the Securities Act (as defined below) in connection with an IPO” immediately following the phrase “any Permitted Transfer” in the first sentence of Section 1; and (3) amending and restating the last sentence of Section 1 in its entirety to read as follows: “It shall be a condition to any Permitted Transfer, any Transfer requiring approval by the Board pursuant to this Section 1 (other than any Transfer pursuant to Rule 144 promulgated under the Securities Act approved by the Board) or any Transfer after the IPO (other than any Transfer pursuant to Rule 144 promulgated under the Securities Act or pursuant to an effective registration statement under the Securities Act) that the transferee shall (i) agree to become a party to this Agreement as a Service Provider Stockholder and (ii) execute a signature page in the form attached as Exhibit A hereto acknowledging that such transferee agrees to be bound by the terms hereof.”

 


 

          (b) Effective as of the date hereof, Section 3 of the Agreement is hereby amended by adding the phrase “(other than Transfers pursuant to an effective registration statement filed in accordance with the Securities Act in connection with an IPO)” immediately following the phrase “Third Party Purchaser” the first time such phrase appears in the first sentence of Section 3.
Section 2. Miscellaneous .
          (a) Amendment . This Amendment shall constitute the approval in writing by the Carlyle Stockholders of the Board Resolution in accordance with Section 10(k) of the Agreement. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Agreement or any agreement or instrument referred to therein, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement or any agreement or instrument referred to therein, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Agreement specifically referred to herein. On and after the date hereof, any reference to the Agreement in any agreement or instrument referred to therein shall mean the Agreement as modified hereby.
          (b) Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the choice of law principles therein).
          (c) Interpretation . The headings of the Sections contained in this Amendment are solely for the purpose of reference, are not part of the agreement of the Parties and shall not affect the meaning or interpretation of this Amendment.
          (d) Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
          (e) Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.
[Remainder of Page Intentionally Left Blank.]

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          IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first written above.
                 
    SS&C TECHNOLOGIES HOLDINGS, INC.    
 
               
 
  By:   /s/ William C. Stone     
             
 
      Name: William C. Stone    
 
      Title:   Chairman of the Board and Chief Executive Officer 
 
               
    CARLYLE PARTNERS IV, L.P.,    
        a Delaware limited partnership    
 
               
 
      By:   TC Group IV, L.P.,    
        its General Partner    
 
               
 
      By:   TC Group IV Managing GP, L.L.C.,    
        its General Partner    
 
               
 
      By:   TC Group, L.L.C.,    
        its Managing Member    
 
               
 
      By:   TCG Holdings, L.L.C.,    
        its Managing Member    
 
               
 
      By:   /s/ Claudius E. Watts, IV     
 
               
 
          Name: Claudius E. Watts, IV    
 
          Title: Managing Director    
 
               
    CP IV COINVESTMENT, L.P.,    
        a Delaware limited partnership    
 
               
 
      By:   TC Group IV, L.P.,    
        its General Partner    
 
               
 
      By:   TC Group IV Managing GP, L.L.C.,    
        its General Partner    
 
               
 
      By:   TC Group, L.L.C.,    
        its Managing Member    

3


 

                 
 
      By:   TCG Holdings, L.L.C.,    
        its Managing Member    
 
               
 
    By:   /s/ Claudius E. Watts, IV     
 
               
 
          Name: Claudius E. Watts, IV    
 
          Title: Managing Director    

4

 

Exhibit 10.30
AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT
     This Amendment No. 1 (“ Amendment ”), dated April 22, 2008, to the Management Agreement (the “ Agreement ”) dated as of November 23, 2005, is entered into by and among SS&C Technologies Holdings, Inc., a Delaware corporation (formerly known as Sunshine Acquisition Corporation) (the “ Company ”), William C. Stone, an individual (the “ Investor ”), and TC Group, L.L.C., a Delaware limited liability company (“ Carlyle ”). Certain capitalized terms used herein without definition have the meanings ascribed to them in the Agreement (as amended hereby).
RECITALS:
     WHEREAS, the Company, the Individual and Carlyle desire to amend the Agreement in accordance with the terms of this Amendment.
AGREEMENT :
     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
     Section 1. Amendments . Effective as of the date hereof, Section VI of the Agreement is hereby amended and restated in its entirety to read as follows:
     “This Agreement shall become effective on the date hereof and shall continue in effect until the date as of which Carlyle or one or more of its affiliates no longer collectively control, in the aggregate, at least 5% of the outstanding shares of the common stock of the Company, or such earlier date as the Company, Carlyle and Investor (for so long as he shall continue to hold at least 10% of the outstanding shares of the common stock of the Company) may mutually agree. This Agreement shall terminate upon the consummation of a public offering of the common stock of the Company pursuant to a registration statement filed in accordance with the Securities Act of 1933, as amended. The provisions of Sections V, VII and VIII and otherwise as the context so requires shall survive the termination of this Agreement.”
     Section 2. Miscellaneous .
     (a)  Effect of Amendment . Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the parties under the Agreement or any agreement or instrument referred to therein, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Agreement or any agreement or instrument referred to therein, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Amendment shall apply and be effective only with respect to the provisions of the Agreement specifically referred to herein. On and after the

1


 

date hereof, any reference to the Agreement in any agreement or instrument referred to therein shall mean the Agreement as modified hereby.
     (b)  Governing Law . This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware (without giving effect to the choice of law principles therein).
     (c)  Interpretation . The headings of the Sections contained in this Amendment are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect the meaning or interpretation of this Amendment.
     (d)  Counterparts . This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.
     (e)  Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby.
[Remainder of Page Intentionally Left Blank.]

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     IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.
         
 
 
  SS&C TECHNOLOGIES HOLDINGS, INC.
 
 
 
  By:   /s/ William C. Stone   
    Name: William C. Stone  
    Title:  Chairman of the Board and
 Chief Executive Officer
 
TC GROUP, L.L.C.,
a Delaware limited liability company
By: TCG Holdings, L.L.C.,
its Managing Member
         
     
  By:   /s/ Claudius E. Watts, IV   
    Name:   Claudius E. Watts, IV   
    Title:   Managing Director   
 
         
     
  By:   /s/ William C. Stone   
    William C. Stone   
       
 

3

 

Exhibit 21     
     
NAME   JURISDICTION OF ORGANIZATION
SS&C Technologies, Inc.
  Delaware
OMR Systems Corporation
  New Jersey
Financial Models Holdings, Inc.
  Delaware
Financial Models Company Ltd.
  New York
SS&C Fund Administration Services LLC
  New York
OMR Systems International, Ltd.
  New Jersey
Financial Interactive, Inc.
  California
Open Information Systems, Inc.
  Connecticut
Cogent Management Inc.
  New York
SAVID International Inc.
  New Jersey
The SAVID Group, Inc.
  New York
The Brookside Corporation
  Rhode Island
3105198 Nova Scotia Company
  Nova Scotia
SS&C Technologies Canada Corp.
  Nova Scotia
Financial Models Corporation Limited
  United Kingdom
Financial Models Corporation B.V.
  Netherlands
FMC Global Investments Limited
  Barbados
SS&C Technologies Australia Pty Ltd.
  Australia
SS&C Technologies Limited
  United Kingdom
SS&C Technologies Sdn. Bhd.
  Malaysia
SS&C Technologies, KK
  Japan
SS&C Technologies B.V.
  Netherlands
SS&C Technologies (s) Pte Ltd
  Singapore
OMR Systems United Kingdom
  United Kingdom
OMR Systems S.A.R.L.
  France
SS&C Fund Services N.V.
  Netherlands Antilles
SS&C Fund Services (B.V.I.) Limited
  British Virgin Islands
HC Investments Ltd.
  British Virgin Islands
SS&C (Bahamas) Ltd.
  Bahamas
SS&C Technologies Ireland Ltd.
  Ireland

 

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 Amendment No. 6 (File No. 333-143719) of our report dated March 28, 2008, except for Note 14 as to which the date is April 23, 2008, relating to the Successor financial statements and financial statement schedule of SS&C Technologies Holdings, Inc., which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” and “Selected Consolidated Financial Data” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
April 24, 2008

 


 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-1 Amendment No. 6 (File No. 333-143719) of our report dated March 31, 2006, except for the last three paragraphs of Note 2 as to which the date is June 8, 2007, relating to the Predecessor financial statements of SS&C Technologies, Inc., which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” and “Selected Consolidated Financial Data” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Hartford, Connecticut
April 24, 2008