As filed with the Securities and Exchange Commission on ~~June 13, 2007~~December 28, 2009

RegistrationNo. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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,~~Stuart M. Cable, Esq.
James R. Burke, Esq.		~~Christopher J. Austin,~~ Justin L. Ochs, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP		~~Ropes & Gray LLP~~
60 State Street		~~One International Place~~
Boston, Massachusetts 02109		~~Boston, Massachusetts 02110~~
(617) 526-6000		Mark T. Bettencourt, Esq. Michael J. Minahan, Esq. Goodwin Procter LLP Exchange Place Boston, Massachusetts 02109 (617) ~~951-7000~~570-1000

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~~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~~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~~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~~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

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	þ (Do not check if a smaller reporting company)	Smaller reporting company	o

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Proposed Maximum

Amount of

Aggregate

Amount of

Title of Each Class of

Aggregate

Registration

Offering

Registration

Securities to be Registered

Offering Price(1)

Fee(2)

Price(1)

Fee(2)(3)

Common Stock, $0.01 par value per share

$200,000,000

$6,140

$300,000,000

$21,390


(1)		Estimated solely for the purpose of ~~calculating~~computing the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)		Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(3)		Pursuant to Rule 457(p) under the Securities Act, the Registrant is applying the filing fee of $6,140 associated with the unsold securities under its registration statement onForm S-1 initially filed with the Securities and Exchange Commission on June 13, 2007(No. 333-143719) (the “Prior Registration Statement”), against the total filing fee of $21,390 due in connection with this registration statement. The Prior Registration Statement was withdrawn by the Registrant on October 29, 2008. No securities were sold under the Prior Registration Statement.

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.

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)~~Completion, dated December 28, 2009

~~Issued June 13, 2007~~Prospectus

Shares

Common Stock

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”~~factors” beginning on page ~~12.~~16.

~~Price~~$ ~~Per Share~~

Per Share

~~Proceeds to~~
Total

~~Underwriting Discounts and~~

~~Proceeds to~~

~~Selling~~

~~Price to Public~~

~~Commissions~~

~~SS&C Holdings~~

~~Stockholders~~

~~Per Share~~

Price to Public

Underwriting Discounts and Commissions

Proceeds to SS&C Holdings

~~Total~~

Proceeds to Selling Stockholders

~~The selling stockholders~~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 or about , ~~2007.~~

2010.

J.P. Morgan

~~Morgan Stanley~~

Credit Suisse

~~JPMorgan~~Morgan Stanley

Deutsche Bank Securities


Jefferies & Company

~~Wachovia Securities~~Raymond James

Prospectus dated , ~~2007~~2010

~~TABLE OF CONTENTS~~Table of contents


	Page

Prospectus ~~Summary~~summary		1
Risk ~~Factors~~factors		12	16
~~Forward-Looking Statements~~Forward-looking statements		24	31
Use of ~~Proceeds~~proceeds		25	32
Dividend ~~Policy~~policy		25	33
Capitalization		26	34
Dilution		27	36
Selected ~~Consolidated Financial Data~~historical financial data		28	38
Management’s ~~Discussion~~discussion and ~~Analysis~~analysis of ~~Financial Condition~~financial condition and ~~Results~~results of ~~Operations~~operations		33	43
Business		52	71
Management		70	95
Certain ~~Relationships~~relationships and ~~Related Transactions~~related transactions		86	118
Principal and ~~Selling Stockholders~~selling stockholders		90	124
Description of ~~Certain Indebtedness~~certain indebtedness		92	126
Description of ~~Capital Stock~~capital stock		96	131
Shares ~~Eligible~~eligible for ~~Future Sale~~future sale		99	135
Certain ~~Material~~material U.S. ~~Federal Income Tax Considerations~~federal tax considerations		~~101~~	138
Underwriting		~~105~~	143
Industry and ~~Market Data~~market data		~~110~~	148
Legal ~~Matters~~matters		~~110~~	148
Experts		~~110~~	148
Where ~~You Can Find Additional Information~~you can find additional information		~~110~~	149
Index to ~~Consolidated Financial Statements~~financial statements		F-1
~~Ex-10.25 Fifth Amendment to Lease~~EX-23.2 Consent of PricewaterhouseCoopers LLP
~~Ex-21 Subsidiaries~~EX-23.3 Consent of ~~the Registrant~~Demetrius & Company, L.L.C.

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 , ~~2007~~2010 (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.

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 16, and our 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.

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.” As a result of the Transaction, as of May 31, 2007, investment funds affiliated with The Carlyle Group, which was the “Sponsor” of the Transaction, beneficially owned approximately 72.2% 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 30.9% 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.

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, which is not in accordance with United States generally accepted accounting principles (GAAP). 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.

~~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 12, and our consolidated financial statements and the accompanying notes, before making an investment decision.
~~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~~4,500 clients, principally within the institutional asset management, alternative investment management and financial institutions ~~sectors.~~vertical markets.

We provide the global financial services industry with a broad range of ~~both~~software-enabled services, which consist of software-enabled outsourcing services and subscription-based on-demand software that are managed and hosted at our facilities, and 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.~~accounting. 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
•   Property Management

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~~and by selling maintenance services. Maintenance services are generally provided under 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 ~~79%~~82% in the year ended December 31, ~~2006.~~2008. 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 ~~consistent~~ organic growth and acquisitions, we generated revenues of ~~$205.5~~$280.0 million for the year ended December 31, ~~2006~~2008 as compared to revenues of $95.9 million for the year

ended December 31, ~~2004.~~2004, which was the last reported fiscal year before the going-private transaction described below. We generated ~~77%~~76% of our revenues in ~~2006~~2008 from clients in North America and ~~23%~~24% from clients outside North America. Our revenues are highly diversified, with our largest client in ~~2006~~2008 accounting for ~~5.5%~~less than 5% of our revenues.

Our ~~Industry~~industry

The financial services industry is a large, dynamic and rapidly growing market. According to a 2006 Gartner report, worldwide financial services industry spending on IT services and software is forecasted to grow from $163.5 billion in 2005 to $230.9 billion in 2010, representing a 7.2% compound annual growth rate. Additionally, worldwide financial services spending on outsourced process management is expected to grow from $26.5 billion in 2005 to $40.7 billion in 2010, representing an 8.9% compound annual growth rate. We ~~expect our growth to continue due to~~serve a number of ~~factors related to~~vertical markets within the financial services industry, including alternative investment funds, investment management firms, insurance companies, banks and ~~evolving~~brokerage firms. The recent economic crisis has negatively affected each of these markets and contributed to a significant decline in asset value. These factors all contribute to reducing revenues among the financial services firms, which, in turn, affects their access to credit, spending ability and, in some cases, their long-term viability. Many of these recent issues highlight the need for effective risk assessment tools, improved reporting systems, accurate accounting and compliance systems and overall management of middle- and back-office operations. These challenges ~~faced by~~provide us opportunities as industry participants ~~including:~~seek to respond efficiently and effectively to increased regulation and investor demand for transparency, and to enhance their competitive position in a challenging environment.

Increasing Regulatory Requirements and Investor Demand for Transparency. Recent market and economic conditions have led to new legislation and numerous proposals for changes in the regulation of the financial services industry. Several high-profile scandals have also led to increased investor demand for transparency. In addition, as the financial services industry continues to grow in complexity, we anticipate regulatory oversight will continue to impose new demands on financial services providers. The expectation is that hedge funds may start to experience similar regulatory pressures. In addition, financial services providers ~~require more advanced solutions~~continue to ~~automate complex business processes~~face increasing regulatory oversight from domestic organizations such as the Financial Industry Regulatory Authority, U.S. Treasury Department, U.S. Securities and ~~manage their information processing requirements. To keep pace with~~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 ~~rapid growth~~Office of Supervision of Financial Institutions in ~~the industry~~Ottawa, Canada, Financial Services Association in London, England 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.Ministry of Finance in Tokyo, Japan.

Increasing Willingness to Implement Solutions from Independent Software Vendors and Outsource IT ~~Operations~~Operations.. Rather than ~~relying on their internal IT departments to develop~~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 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~~benefit frombest-in-class process execution, focus on core operations, quickly expand into new markets, reduce costs, streamline organizations, handle increased transaction volumes and ~~time to market.~~ensure system redundancy.

~~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.

Our ~~Competitive Strengths~~competitive strengths

We believe that our ~~leading market~~ position in the marketplace results from several key competitive strengths, including:

Enhanced Capability 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.

Broad Portfolio of Products and Services Focused on Financial Services Organizations. Our broad portfolio of over 5060 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~~Independent Fund Administration Services.~~. We use our proprietary software products~~ Third-party service providers in the alternative investment market, such as auditors, fund administrators, attorneys, custodians and ~~infrastructure~~prime brokers, provide transparency of the fund’s assets and the valuation of those assets. Conflicts of interest may arise when the above parties attempt to provide ~~our software-enabled services, strengthening our overall operating margins. Because we use our own products in the execution~~more than one of ~~our software-enabled services~~these services. The industry is increasingly becoming aware of these conflicts and ~~own and control our products’ source code, we can quickly identify and deploy product improvements and respond to client feedback.~~seeking independent fund administrators such as SS&C.

Highly 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.

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 (Solution Center), significantly enhances client satisfaction, strengthens client relationships and furnishes us with information regarding evolving client issues.

Our ~~Growth Strategy~~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-enabled services revenues increased from $30.9 million for the year ended December 31, 2004 to ~~$107.7~~$165.6 million for the year ended December 31, ~~2006,~~2008, representing a compound annual growth rate of ~~87%~~52%.

Expand Our Client Base. Our client base of more than ~~4,000~~4,500 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 only for a ~~minority~~portion 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, expand our intellectual property portfolio, add new clients and supplement our internal development ~~efforts~~efforts. Our acquisitions have enabled us to expand our product and ~~accelerate our expected growth.~~service offerings into new markets or client bases within the financial services industry. 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 2327 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.

~~Developments Since 2005~~Our acquisitions

~~Since 2005,~~We intend to continue to employ a highly disciplined and focused acquisition strategy to broaden and enhance our ~~business has continued to grow~~product and weservice offerings, add new clients and supplement our internal development efforts. Our acquisitions have ~~made significant operational improvements. We acquired EisnerFast, Financial Interactive, Cogent Management and Northport, which~~ enabled us to expand our ~~software-enabled~~product and service offerings into new markets or client bases within the financial services ~~for alternative investment managers, as well as MarginMan, Open Information Systems~~industry. The addition of new products and ~~Zoologic, which added~~services has also enabled us to market other products and services to acquired client bases. We believe that our acquisitions have been an extension of our research and development effort and have enabled us to purchase proven products and remove the uncertainties sometimes associated with 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,~~development projects.

Since 1995, we have ~~strengthened~~acquired 27 businesses within our ~~product portfolio through internal development~~industry. To date, our acquisitions have contributed marketable products or services that have added to our revenues. We believe that we have generally been able to improve the operating performance and ~~introduced new offerings for institutional asset managers, alternative investment managers~~profitability of our acquired businesses. We seek to reduce the costs of the acquired businesses by consolidating sales 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~~marketing efforts and by ~~William C. Stone, the Chairman of the Board~~eliminating redundant administrative tasks and ~~Chief Executive Officer of both SS&C~~research and ~~SS&C Holdings.~~development expenses. In many cases, we have also been able to increase revenues generated by acquired products and services by leveraging our existing products and services, larger sales capabilities and client base.

~~Principal Stockholder~~

~~The Carlyle Group~~

~~The Carlyle Group, or Carlyle, is a global private equity firm~~Risks associated with over $58.5 billion under management. Carlyle invests in buyouts, venture and growth capital, real estate and leveraged finance in Asia, Europe and North America. Its investments focus principally on the technology, aerospace and defense, automotive and transportation,our business services, consumer and retail, energy and power, healthcare, industrial, and telecommunications and media industries. Since 1987, the firm has invested $28.3 billion of equity in 636 transactions for a total purchase price of $132.0 billion. Carlyle employs more than 800 people in 18 countries. 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.~~

~~Risks Associated with Our Business~~

Our business is subject to numerous risks and uncertainties, as more fully described under “Risk ~~Factors”~~factors” beginning on page ~~12,~~16, which you should carefully consider before purchasing our common stock. For example:


	•	Our business is greatly 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 ~~markets~~services industry could ~~adversely~~disproportionately affect demand for our ~~results of operations.~~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 113/4% 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. 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.

Principal stockholder—The Carlyle Group

The Carlyle Group, or Carlyle, is a global private equity firm with $87.6 billion under management committed to 65 funds as of September 30, 2009. Carlyle invests in buyouts, 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 $57.5 billion of equity in 932 transactions for a total purchase price of $230.9 billion. The Carlyle Group employs more than 870 people in 19 countries. In the aggregate, Carlyle portfolio companies have more than $109 billion in revenue and employ more than 415,000 people around the world. Carlyle deals have included the acquisitions of OpenLink Financial, a leading provider of portfolio management software solutions to the commodity, energy and financial services markets, Freescale Semiconductor, Inc., one of the world’s largest semiconductor companies, The Hertz Corporation, the largest worldwide car rental brand, Blackboard, Inc., a leadinge-learning platform provider, and Booz Allen, a provider of management consulting for businesses and governments.

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;


•	SS&C issued and sold $205.0 million in aggregate principal amount of 113/4% 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.

In this prospectus, 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 September 30, 2009, investment funds affiliated with Carlyle beneficially owned approximately 72% of the 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 32% of the 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 page of this prospectus):



	Time of		Time of initial
	transaction		public offering


Per share	$		$
Aggregate	$	million	$	million

Additional ~~Information~~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, ~~in connection with the Transaction.~~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.

~~THE OFFERING~~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 ( shares if the over-allotment option is exercised in full)

Over-allotment option offered by ~~the selling stockholders~~SS&C Technologies Holdings, Inc.		~~The selling stockholders~~We have granted the underwriters a30-day option to purchase up to shares of our common stock.

Use of proceeds		We ~~intend to~~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 page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may use a portion of our net proceeds of this offering to redeem ~~up to $71.75 million in principal amount~~all or a portion of our outstanding 113/4% senior subordinated notes due 2013 at a redemption price of ~~111.75%~~105.875% 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.

~~Proposed NASDAQ Global Market symbol~~		~~“SSNC”~~ See “Use of proceeds” for additional information.

The number of shares of our common stock to be outstanding following this offering is based on ~~the number of~~7,104,889 shares of our common stock outstanding as of ~~May 31, 2007, and~~September 30, 2009, which excludes:


	•	~~1,626,277~~1,489,512 shares of common stock issuable upon the exercise of stock options outstanding as of ~~May 31, 2007~~September 30, 2009 at a weighted average exercise price of ~~$57.78~~$56.74 per share; ~~and~~

	•	~~167,539~~346,147 shares of common stock reserved as of ~~May 31, 2007~~September 30, 2009 for future issuance under our 2006 equity incentive plan; and

•	308,666 shares of common stock reserved as of September 30, 2009 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 ~~May 31, 2007;~~September 30, 2009;

	•	the ~~filing~~effectiveness upon the closing of this offering of our restated certificate of incorporation and ~~the adoption of~~ our amended and restated ~~by-laws upon the closing~~bylaws, which contain provisions customary for public companies, as more fully described below under “Description of ~~this offering;~~capital stock”; and

	•	no exercise by the underwriters of their over-allotment option.

Summary ~~Consolidated Financial Data~~historical financial data

The tables below summarize our historical consolidated financial ~~information~~data 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,~~historical financial data,” “Management’s ~~Discussion~~discussion and ~~Analysis~~analysis of ~~Financial Condition~~financial condition and ~~Results~~results of ~~Operations”~~operations” and our ~~consolidated~~ financial statements and the accompanying notes.

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”~~This presentation does not comply with generally accepted accounting principles or with the rules for pro forma presentation, but is presented because we believe that it provides a ~~discussion of the presentation~~meaningful comparison of our results. The combined operating results ~~for~~may not reflect the ~~year ended December 31, 2005 on a combined basis.~~actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.

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 page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a portion of the net proceeds thereof to redeem ~~$71.75~~$ million in original principal amount of our outstanding 113/4% senior subordinated notes at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest. The as adjusted balance sheet also gives effect to a loss on extinguishment of debt of approximately $ million, including a $ million redemption premium and a non-cash charge of approximately $ million relating to the write-off of deferred financing fees attributable to the redeemed notes.

710


	Predecessor						Successor			Combined			Successor
	Year			January 1			November 23			Year			Year									Predecessor			Successor			Combined¹			Successor
	Ended			through			through			Ended			Ended			Three Months						January 1			November 23			Year			Year			Year			Year			Nine months
	December 31,			November 22,			December 31,			December 31,			December 31,			Ended March 31,						through			through			ended			ended			ended			ended			ended
(In thousands,																						November 22,			December 31,			December 31,			December 31,			December 31,			December 31,			September 30,
except per share data)																						2005			2005			2005			2006			2007			2008			2008			2009
	2004			2005			2005			2005(1)			2006			2006			2007
	(In thousands, except per share and percentage data)

Statement of Operations Data:
Statement of operations data:
Revenues:
Software licenses	$	17,250		$	20,147		$	3,587		$	23,734		$	22,925		$	5,198		$	6,117		$	20,147		$	3,587		$	23,734		$	22,925		$	27,514		$	24,844		$	18,353		$	15,632
Maintenance		36,433			44,064			3,701			47,765			55,222			13,042			14,987			44,064			3,701			47,765			55,222			61,910			65,178			48,986			48,565
Professional services		11,320			12,565			2,520			15,085			19,582			5,178			4,135			12,565			2,520			15,085			19,582			17,491			24,352			18,695			14,872
Software-enabled services		30,885			67,193			7,857			75,050			107,740			24,947			30,675			67,193			7,857			75,050			107,740			141,253			165,632			125,685			120,801


Total revenues		95,888			143,969			17,665			161,634			205,469			48,365			55,914			143,969			17,665			161,634			205,469			248,168			280,006			211,719			199,870
Total cost of revenues		33,770			59,004			7,627			66,631			100,016			23,296			29,442			59,004			7,627			66,631			100,016			128,882			142,433			107,311			102,394


Gross profit		62,118			84,965			10,038			95,003			105,453			25,069			26,472			84,965			10,038			95,003			105,453			119,286			137,573			104,408			97,476


Operating expenses:
Selling, marketing, general and administrative		18,748			25,078			2,504			27,582			37,964			7,766			9,158			25,078			2,504			27,582			37,964			44,274			45,686			35,390			29,912
Research and development		13,957			19,199			2,071			21,270			23,620			5,876			6,267			19,199			2,071			21,270			23,620			26,282			26,804			20,341			19,593
Merger costs		—			36,912			—			36,912			—			—			—			36,912			—			36,912			—			—			—			—			—


Total operating expenses		32,705			81,189			4,575			85,764			61,584			13,642			15,425			81,189			4,575			85,764			61,584			70,556			72,490			55,731			49,505


Operating income		29,413			3,776			5,463			9,239			43,869			11,427			11,047			3,776			5,463			9,239			43,869			48,730			65,083			48,677			47,971
Interest income		1,528			1,031			30			1,061			388			126			104			1,031			30			1,061			388			939			409			373			24
Interest expense		—			(2,092	)		(4,920	)		(7,012	)		(47,427	)		(11,635	)		(11,524	)		(2,092	)		(4,920	)		(7,012	)		(47,427	)		(45,463	)		(41,539	)		(31,505	)		(27,815	)
Other (expense) income, net		99			655			258			913			456			(61	)		126			655			258			913			456			1,911			1,994			278			(1,256	)


Income (loss) before income taxes		31,040			3,370			831			4,201			(2,714	)		(143	)		(247	)		3,370			831			4,201			(2,714	)		6,117			25,947			17,823			18,924
Provision (benefit) for income taxes		12,030			2,658			—			2,658			(3,789	)		83			(74	)		2,658			—			2,658			(3,789	)		(458	)		7,146			5,491			5,928

Net income (loss)	$	19,010		$	712		$	831		$	1,543		$	1,075		$	(226	)	$	(173	)

Earnings (loss) per share(2)
Net income																						$	712		$	831		$	1,543		$	1,075		$	6,575		$	18,801		$	12,332		$	12,996


Earnings per share²
Basic	$	0.90		$	0.03		$	0.12					$	0.15		$	(0.03	)	$	(0.02	)	$	0.03		$	0.12					$	0.15		$	0.93		$	2.65		$	1.74		$	1.83


Diluted	$	0.84		$	0.03		$	0.11					$	0.15		$	(0.03	)	$	(0.02	)	$	0.03		$	0.11					$	0.15		$	0.88		$	2.51		$	1.65		$	1.75

Weighted average shares outstanding(2)

Weighted average shares outstanding²
Basic		21,185			23,300			7,075						7,079			7,075			7,087			23,300			7,075						7,079			7,088			7,092			7,090			7,103
Diluted		22,499			24,478			7,314						7,316			7,075			7,087			24,478			7,314						7,316			7,457			7,494			7,486			7,427
Other financial data:
Recurring revenue percentage(3)		70.2	%		77.3	%		65.4	%		76.0	%		79.3	%		78.5	%		81.7	%
Consolidated EBITDA(4)				$	64,989		$	8,588		$	73,577		$	83,998		$	20,023		$	21,385



	Predecessor		Successor		Combined¹		Successor
	January 1		November 23		Year		Year		Year		Year		Nine months
	through		through		ended		ended		ended		ended		ended
(In thousands,	November 22,		December 31,		December 31,		December 31,		December 31,		December 31,		September 30,
except percentage data)	2005		2005		2005		2006		2007		2008		2008		2009

Other financial data:
Recurring revenue percentage³		77.3%		65.4%		76.0%		79.3%		81.9%		82.4%		82.5%		84.7%
Consolidated EBITDA⁴	$	64,989	$	8,588	$	73,577	$	83,998	$	98,667	$	115,566	$	84,854	$	82,979


	As of March 31, 2007
	Actual			As Adjusted	As of September 30, 2009
(In thousands)					Actual		As adjusted
	(In thousands)

Balance Sheet Data:
Balance sheet data:
Cash and cash equivalents	$	11,733		$	$	52,461	$
Working (deficit) capital		(1,482	)
Working capital						21,020
Total assets		1,161,411				1,165,854
113/4% senior subordinated notes due 2013		205,000				205,000
Senior credit facility, including current portion		258,297				197,279
Total stockholders’ equity		565,442				634,818

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 ~~(deficit)~~ capital, total assets and total stockholders’ equity by approximately $ ,million, 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 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~~period 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 ~~certain~~key financial covenants contained ~~in the indenture governing our senior subordinated notes and~~ in our senior credit ~~facilities.~~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 ~~the indenture and~~ 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 ~~our financing covenants~~the specified financial ratios and ~~to provide investors with supplemental measures of~~other financial condition tests contained in our ~~operating performance and liquidity. 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.~~facilities.

		Management uses Consolidated EBITDA ~~as a performance metric for internal monitoring and planning purposes, including~~to gauge the ~~preparation~~costs of our ~~annual operating budget~~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 ~~monthly operating reviews, as well as~~a better understanding of our ability to ~~facilitate analysis of investment decisions.~~meet our debt service obligations and make capital expenditures.

		Consolidated EBITDA also allows investors to evaluate our operating performance exclusive of financing costs and depreciation policies. In addition to its use to monitor performance trends, Consolidated EBITDA enables management and investors to compare our performance with the performance of our peers.

		~~The~~Any 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.~~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. While Consolidated EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Consolidated EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative ofFurther, our ~~ongoing operations. In particular, the definition of Consolidated EBITDA in the~~ senior credit facilities allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments 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. When evaluating our operating performance or liquidity,~~GAAP, and investors should not consider Consolidated EBITDA ~~in isolation of, or~~ 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. ~~Consolidated EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations.~~ 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, 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.

The following is a reconciliation of net income ~~which is a GAAP measure of our operating results,~~ to EBITDA and Consolidated EBITDA:

Predecessor Successor Combined Successor
Period

Period
from

from
November 23,
Twelve

January 1
2005
Year
Year
Months

through
through
Ended
Ended
Three Months
Ended

November 22,
December 31,
December 31,
December 31,
Ended March 31, March 31,

2005 2005 2005 2006 2006 2007 2007(a)
(In thousands)
Net income (loss) $ 712 $ 831 $ 1,543 $ 1,075 $ (226 ) $ (173 ) $ 1,128
Interest expense (income), net 1,061 4,890 5,951 47,039 11,509 11,420 46,950
Income taxes 2,658 — 2,658 (3,789 ) 83 (74 ) (3,946 )
Depreciation and amortization 9,575 2,301 11,876 27,128 6,569 8,483 29,042

EBITDA 14,006 8,022 22,028 71,453 17,935 19,656 73,174
Purchase accounting adjustments(b) — 616 616 3,017 1,141 (67 ) 1,809
Merger costs 36,912 — 36,912 — — — —
Capital-based taxes — — — 1,841 — 413 2,254
Unusual or non-recurring charges(c) (737 ) (242 ) (979 ) 1,485 65 (55 ) 1,365
Acquired EBITDA and cost savings(d) 14,808 85 14,893 1,147 632 135 1,140
Stock-based compensation — — — 3,871 — 813 4,684
Other(e) — 107 107 1,184 250 490 1,424

Consolidated EBITDA $ 64,989 $ 8,588 $ 73,577 $ 83,998 $ 20,023 $ 21,385 $ 85,850



	Predecessor			Successor			Combined^a			Successor
				Period
	Period			from
	from			November 23,															Twelve
	January 1			2005			Year			Year			Year			Year			months			Nine months
	through			through			ended			ended			ended			ended			ended			ended
	November 22,			December 31,			December 31,			December 31,			December 31,			December 31,			September 30,			September 30,
(In thousands)	2005			2005			2005			2006			2007			2008			2009^b			2008			2009

Net income	$	712		$	831		$	1,543		$	1,075		$	6,575		$	18,801		$	19,465		$	12,332		$	12,996
Interest expense, net		1,061			4,890			5,951			47,039			44,524			41,130			37,789			31,132			27,791
Income taxes		2,658			—			2,658			(3,789	)		(458	)		7,146			7,583			5,491			5,928
Depreciation and amortization		9,575			2,301			11,876			27,128			35,047			35,038			35,453			26,292			26,707


EBITDA		14,006			8,022			22,028			71,453			85,668			102,115			100,290			75,247			73,422
Purchase accounting adjustments^c		—			616			616			3,017			(296	)		(289	)		(228	)		(224	)		(163	)
Merger costs		36,912			—			36,912			—			—			—			—			—			—
Capital-based taxes		—			—			—			1,841			1,721			1,212			1,004			880			672
Unusual or non-recurring charges (income)^d		(737	)		(242	)		(979	)		1,485			(1,718	)		1,480			661			2,502			1,683
Acquired EBITDA and cost savings^e		14,808			85			14,893			1,147			135			2,379			3,455			—			2,025
Stock-based compensation		—			—			—			3,871			10,979			7,323			6,281			5,405			4,363
Other^f		—			107			107			1,184			2,158			1,346			1,279			1,044			977


Consolidated EBITDA	$	64,989		$	8,588		$	73,577		$	83,998		$	98,667		$	115,566		$	112,742		$	84,854		$	82,979


(a)	~~(a)~~	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 GAAP or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.


(b)		Results for the twelve months ended ~~March 31, 2007~~September 30, 2009 are included because our senior credit facilities require the calculation of our consolidated total leverage and consolidated net interest coverage ratio for the prior four consecutive quarters. With the exception of acquired EBITDA and cost savings, our results for the twelve months ended ~~March 31, 2007~~September 30, 2009 are calculated based on our results for the year ended December 31, ~~2006,~~2008, in addition to our results for the ~~three~~nine months ended ~~March 31, 2007,~~September 30, 2009, less our results for the ~~three~~nine months ended March 31, 2006. Acquired EBITDA and cost savings for the twelve months ended March 31, 2007 reflects the EBITDA impact of significant businesses that were acquired during this period as if the acquisitions occurred as of April 1, 2006 and cost savings to be realized from such acquisitions.

		September 30, 2008.

~~(b)~~ (c)		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.


(d)	~~(c)~~	Unusual or non-recurring charges include foreign currency transaction gains and losses, expenses related to our prior proposed public offering, severance expenses associated with workforce reduction, gains and losses on the sales of marketable securities, equity earnings and losses on investments, proceeds ~~from~~and payments associated with legal and other settlements, costs associated with the closing of a regional office and other one-time gains and expenses.



~~(d)~~ (e)		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.


(f)	~~(e)~~	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~~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 ~~6.75)~~5.50) and a minimum Consolidated EBITDA to consolidated net interest coverage ratio (currently not less than ~~1.50)~~2.00), 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
March 31, 2007

December 31, 2005 December 31, 2006 March 31, 2007 (As adjusted)(5)
(In thousands, except ratio data)

Consolidated EBITDA(1) $ 73,577 $ 83,998 $ 85,850
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 6.75)(2) 6.43 5.48 5.26
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 1.50)(3) 10.87 (4) 1.88 1.94



	Combined¹			Successor
												Twelve months
	Twelve months			Twelve months		Twelve months		Twelve months		Twelve months		ended
	ended			ended		ended		ended		ended		September 30, 2009
(In thousands, except ratio data)	December 31, 2005			December 31, 2006		December 31, 2007		December 31, 2008		September 30, 2009		(As adjusted)⁶


Consolidated EBITDA²	$	73,577		$	83,998	$	98,667	$	115,566	$	112,742	$
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 5.50)³		6.43			5.48		4.30		3.28		3.30
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 2.00)⁴		10.87	⁵		1.88		2.34		2.98		3.18


(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 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)		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)~~(3)		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,~~$30.0 million, of cash and cash equivalents to (b) Consolidated EBITDA. The maximum consolidated total leverage ratio for 2009 is 5.50. The maximum consolidated total leverage ratio for 2008 was 6.00, 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)~~(4)		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 2009 is 2.00. The minimum consolidated net interest coverage ratio for 2008 was 1.70, 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)~~(5)		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)~~(6)		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 page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a portion of the net proceeds ~~of this offering~~thereof to redeem ~~$71.75~~$ million in original principal amount of our outstanding 113/4% senior subordinated ~~notes.~~notes at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest.

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~~RISK FACTORS~~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,~~occur, our business, financial condition and operating results ~~of operations would suffer.~~could be materially affected. 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~~relating to ~~Our Business~~our business

Our business is greatly 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.

The systemic impact of a potential long-term and wide-spread recession, energy costs, geopolitical issues, the availability and cost of credit, and the global housing and mortgage markets have contributed to increased market volatility and diminished expectations for both western and emerging economies. These unfavorable changes in economic conditions, as well as declining consumer confidence, inflation, recession or other factors, have caused and could continue to cause our clients or prospective clients to delay or reduce purchases of our products, and our revenues could be adversely affected. Fluctuations in the value of assets under our clients’ management could also adversely affect our ~~results~~revenues. These unfavorable conditions could also make it difficult for our clients to obtain credit on reasonable terms or at all, preventing them from making desired purchases of ~~operations.~~our products and services. Further, the current challenging economic conditions also may impair the ability of our clients to pay for products they have purchased and, as a result, our reserves, allowances for doubtful accounts and write-offs of accounts receivable could increase. We cannot predict the timing or duration of any economic downturn, generally, or in the markets in which our businesses operate. Continued turbulence in the U.S. and international markets and prolonged declines in business consumer spending could materially adversely affect our liquidity and financial condition, and the liquidity and financial condition of our clients.

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 ~~markets~~services industry, including the current economic crisis, 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;
•	process fewer transactions through our software-enabled 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 113/4% 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 and failures in the financial services industry could adversely affect our ~~business, financial condition and~~ results of ~~operations.~~operations due to a resulting decline in demand for our products and services.

If banks and financial services firms fail or continue to consolidate, ~~as they have over the past decade,~~ there could be a ~~material adverse effect on~~decline in demand for our ~~business~~products and services. Failures, mergers and consolidations of banks and financial ~~results. For example,~~institutions reduce the number of our clients and potential clients, which could adversely affect our revenues even if ~~a client merges~~these events do not reduce the aggregate activities of the consolidated entities. Further, if our clients failand/or merge with ~~a firm using its own solution~~ or ~~another vendor’s solution, it~~are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services. It is also possible that the larger financial institutions resulting from mergers or consolidations would have greater leverage in negotiating terms with us. In addition, these larger financial institutions could decide to perform in-house some or all of the services that we currently provide or could provide or to consolidate ~~its~~their 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 business, financial condition and results of operations. For instance, in early 2007, a client that represented 5.5% of our revenues in 2006 announced that it had entered into a merger agreement. Although the proposed merger is subject to regulatory and shareholder approvals and the effect of the potential merger on our business is unknown, if that client were to stop using our products and services following the merger, it could cause a significant decrease in our revenues, at least in the short term.revenues.

~~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;~~


	•	~~the financial health of our clients;~~

	•	~~changes in the volume of assets under our clients’ management;~~

	•	~~cancellations of maintenanceand/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 are currently subject to a consolidated shareholder class action lawsuit, the unfavorable outcome of which might have a material adverse effect on our financial condition, results of operations and cash flows.

In connection with the Acquisition, two lawsuits were filed in the Delaware Chancery Court against SS&C, members of the SS&C board of directors and, with respect to one lawsuit, SS&C Holdings. The lawsuits, which were subsequently consolidated, allege that the Acquisition benefited SS&C’s senior management at the expense of its public stockholders, that SS&C’s board breached its fiduciary duties and that the merger consideration of $74.50 per share (as adjusted) paid to SS&C’s stockholders was inadequate and did not represent the best price available in the marketplace for SS&C. The parties to the consolidated lawsuit entered into a memorandum of understanding on October 18, 2005, in which SS&C agreed to make additional disclosures in connection with the approval of the Acquisition, and executed a settlement agreement on July 6, 2006. Under the settlement agreement, SS&C agreed to pay up to $350,000 of plaintiffs’ legal fees and expenses. However, the court disapproved the proposed settlement on November 29, 2006. In its opinion, the court criticized plaintiffs’ counsel’s handling of the litigation and raised questions regarding management’s involvement in the process leading up to the Acquisition. The parties are currently in discovery, and the court has set a trial date for July 2008. We face the expense and burden incurred in defending the lawsuit, which may divert our management’s efforts and attention from ordinary business operations. If the final resolution of this litigation is unfavorable to us, we may have to pay a substantial sum to SS&C’s former stockholders, which might materially adversely affect our financial condition, results of operations and cash flows if our existing insurance coverage is unavailable or inadequate to resolve the matter. Please see “Business — Legal Proceedings” for a discussion of the lawsuits.

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, distribution 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, any of which could materially adversely affect~~share. Accordingly, our business ~~financial condition~~may not grow as expected and ~~results of operations.~~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 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 ~~have~~cause a ~~material adverse effect on~~decline in our ~~business, revenues and financial condition.~~revenues.

Our software-enabled services may be subject to disruptions that could adversely affect our reputation and our 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 ~~there could be a material adverse effect on our~~client dissatisfaction and lost business ~~revenues and financial results.~~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. ~~Failure to achieve the anticipated benefits of an acquisition could harm our business, results of operations and cash flows. Acquisitions~~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.

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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~~these products and services.

Integration may not be smooth or successful. The inability of management to successfully integrate the operations of acquired companies could ~~have a material adverse effect on~~disrupt our ~~business,~~ongoing operations, divert management from day-to-day responsibilities, increase our expenses and harm our operating results or financial ~~condition and results of operations.~~condition. Such acquisitions may also place a significant strain on our ~~management,~~ administrative, operational, financial and other resources. To manage growth effectively, we must continue to improve our management and operational controls, enhance our 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.

We expect that our operating results, including our profit margins and profitability, may fluctuate over time.


•	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;

•	the financial health of our clients;

•	changes in the value of assets under our clients’ management;


•	cancellations of maintenanceand/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 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 ~~adversely affect~~significantly delay or prevent the achievement of our business ~~and results of operations.~~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 ~~adversely affect~~prevent us from developing and servicing our ~~business, financial condition~~products at the same levels as our competitors and ~~results of operations.~~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 confidentialityand/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. In addition, we cannot be sure that our proprietary technology does not include open-source software, free-ware, share-ware or other publicly available technology. 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, 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 some of 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~~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.

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Our failure to continue to derive substantial revenues from the licensing of, or the provision ofsoftware-enabled services ~~relating~~related 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 ~~51%~~58% of our revenues for the year ended December 31, ~~2006.~~2008. 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 ~~adversely affect our business, financial condition and results~~result in a loss of ~~operations.~~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;

	•	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 ~~financial condition~~ and results of operations.

Undetected software design defects, errors or failures may result in loss of our clients’ data, ~~or in liabilities that could adversely affect~~litigation against us and harm to our ~~revenues, financial condition~~reputation and ~~results of operations.~~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 usus. The cost of defending such a lawsuit, regardless of its merit, could be substantial and ~~thus~~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 ~~a material~~an adverse ~~effect upon~~impact on our ~~revenues,~~operating results and financial ~~condition and results of operations.~~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, ~~2004, 2005~~2006, 2007 and ~~2006,~~2008, international revenues accounted for ~~22%~~40%, ~~37%~~41% and ~~40%~~39%, 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 ~~business, financial condition or~~ability to meet our growth and revenue projections and negatively affect our results of operations.

Risks ~~Relating~~relating to ~~Our Substantial Indebtedness~~our indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our 113/4% senior subordinated notes due 2013 and our senior credit facilities.

We have incurred a significant amount of indebtedness. As of ~~March 31, 2007,~~September 30, 2009, we had total indebtedness of ~~$463.3~~$402.6 million and additional available borrowings of $75.0 million under our revolving credit facility. Our total indebtedness consisted of $205.0 million of 113/4% senior subordinated notes due 2013, ~~and $258.3~~$197.3 million of secured indebtedness under our term loan B ~~facility.~~facility and $0.3 million of capital leases.

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 currently obligated to make periodic principal and interest payments on our senior and subordinated debt of approximately $35 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.

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 ~~and more restrictive~~ covenants ~~and,~~which, subject to ~~certain~~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.~~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 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~~relating to ~~This Offering~~this offering and ~~Ownership~~ownership of ~~Our Common Stock~~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~~the common ~~stock.~~stock of SS&C Holdings. 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.

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 thelock-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 ~~May 31, 2007.~~September 30, 2009. 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 orlock-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.



Number of ~~Shares and~~ shares	Date ~~Available~~available for ~~Sale~~ sale into public market
~~% of Total Outstanding~~			~~Into Public Market~~

shares ~~or %~~	On the date of this prospectus.
shares ~~or %~~	90 days after the date of this prospectus.
shares ~~or %~~	180 days after the date of this prospectus, subject to extension in specified instances, due tolock-up agreements between the holders of these shares and the underwriters. However, the underwriters can waive the provisions of theselock-up agreements and allow these stockholders to sell their shares at any time.
~~shares, or %~~
		~~Between 181 and 365 days after the date of this prospectus, depending on the requirements of the federal securities laws.~~

In addition, as of ~~May 31, 2007,~~September 30, 2009, there were ~~1,626,277~~ shares subject to outstanding options ~~and an additional 167,539 shares reserved for future issuance under our 2006 equity incentive plan~~ that will become eligible for sale in the public market to the extent permitted by any applicable vesting requirements, thelock-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 ~~May 31, 2007,~~September 30, 2009, 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 thelock-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 ~~May 31, 2007,~~September 30, 2009, there were ~~1,626,277~~ shares subject to outstanding options with a weighted average exercise price of ~~$57.78~~$ 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 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~~relationships and ~~Related Transactions —~~ related transactions—Stockholders ~~Agreement.~~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.~~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 ~~by-laws or Delaware law~~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 ~~by-laws~~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 ~~by-laws; and~~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.~~directors; and

•	a prohibition on stockholders from acting by written consent if William C. Stone, investment funds affiliated with Carlyle, and certain transferees of Carlyle cease to collectively hold a majority of our outstanding common stock.

In addition, Section 203 of the Delaware General Corporation Law prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

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”~~capital stock” for additional information on the anti-takeover measures applicable to us.

As a result of our operating as a public company, our management will be required to devote ~~substantial~~significant time to ~~new~~public company compliance ~~initiatives.~~requirements. 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 ~~substantial~~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.

2330

~~FORWARD-LOOKING STATEMENTS~~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,” “plans,” “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 ~~markets;~~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.~~factors.”

You should also carefully read the factors described in the “Risk ~~Factors”~~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.

2431

~~USE OF PROCEEDS~~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 page 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 $ ~~million,~~, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. 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.

We ~~currently intend to~~may use:


	•	a portion of our net proceeds from this offering to redeem ~~up to $71.75 million in principal amount~~all or a portion of our outstanding 113/4% senior subordinated notes due 2013, at a redemption price of ~~111.75%~~105.875% 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~~agreements or commitments 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 all of the ~~maximum amount,~~notes, 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 $ million in the period in which the notes are redeemed, which includes a $ million redemption premium and a non-cash charge of approximately $ 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~~$1.1 million less in ~~cash.~~cash to redeem the notes.

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.

~~DIVIDEND POLICY~~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~~discussion and ~~Analysis~~analysis of ~~Financial Condition~~financial condition and ~~Results~~results of ~~Operations”~~operations” and note 6 to our annual consolidated financial statements included elsewhere in this prospectus.

2533

~~CAPITALIZATION~~Capitalization

The following table sets forth our cash and cash equivalents and capitalization as of ~~March 31, 2007,~~September 30, 2009, as follows:


	•	on an actual basis; and

	•	on an as adjusted basis to ~~reflect~~ reflect:


	(1)	the filing of our restated certificate of incorporation as of the closing date of this offering; and

	(2)	the sale of shares of common stock that we are offering at an assumed initial public offering price of $ per share, the midpoint of the estimated price range shown on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, ~~and~~ the use of a portion of the net proceeds thereof to redeem ~~$71.75~~$ million in original principal amount of our outstanding 113/4% senior subordinated notes due ~~2013.~~2013 at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, and a loss on extinguishment of debt of approximately $ million, including a $ million redemption premium and a non-cash charge of approximately $ million relating to the write-off of deferred financing fees attributable to the redeemed notes.

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”~~historical financial data” and “Management’s ~~Discussion~~discussion and ~~Analysis~~analysis of ~~Financial Condition~~financial condition and ~~Results~~results of ~~Operations”~~operations” appearing elsewhere in this prospectus.

As of March 31, 2007
Actual As Adjusted
(In thousands)

Cash and cash equivalents $ 11,733 $

Senior credit facilities $ 258,297 $
113/4% senior subordinated notes due 2013
205,000

Total debt, including current portion 463,297

Stockholders’ equity:
Common stock, par value $.01 per share; 10,000 shares authorized, 7,088 shares issued, actual; shares authorized, shares issued, as adjusted 71
Additional paid-in capital 560,337
Accumulated other comprehensive income 3,369
Retained earnings 1,733
Less: cost of common stock in treasury, 1 share (68 )

Total stockholders’ equity 565,442

Total capitalization, including current portion of long-term debt $ 1,028,739 $



	September 30, 2009
(In thousands, except per share data)	Actual			As adjusted


Cash and cash equivalents	$	52,461		$


Senior credit facilities	$	197,279		$
113/4% senior subordinated notes due 2013		205,000
Capital leases		285


Total debt, including current portion		402,564


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; 10,000 shares authorized, 7,153 shares issued and 7,105 shares outstanding, actual; shares authorized, shares issued and shares outstanding, as adjusted		71
Additional paid-in capital		586,578
Accumulated other comprehensive income		12,541
Retained earnings		40,278
Less: cost of common stock in treasury, 48 shares		(4,650	)


Total stockholders’ equity		634,818


Total capitalization, including current portion of long-term debt	$	1,037,382		$

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 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:


	•	~~1,619,439~~1,489,512 shares of common stock issuable upon the exercise of stock options outstanding as of ~~March 31, 2007~~September 30, 2009 at a weighted average exercise price of ~~$57.44~~$56.74 per share; ~~and~~

	•	~~175,128~~346,147 shares of common stock reserved as of ~~March 31, 2007~~September 30, 2009 for future issuance under our 2006 equity incentive plan; and

•	308,666 shares of common stock reserved as of September 30, 2009 for future issuance under our 2008 stock incentive plan.

2635

~~DILUTION~~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 ~~March 31, 2007~~September 30, 2009 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 after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our ~~adjusted~~ net tangible book value as of ~~March 31, 2007~~September 30, 2009 would have been approximately $ ~~million,~~, 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 ~~March 31, 2007~~September 30, 2009

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 ~~March 31, 2007,~~September 30, 2009, 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~~purchased

Total ~~Consideration~~consideration

Average ~~Price~~price

Number

Percent

Amount

Percent

~~Per Share~~per share

Existing stockholders

New investors

Total

The preceding discussion and table assume no exercise of outstanding stock options as of ~~March 31, 2007.~~September 30, 2009. As of ~~March 31, 2007,~~September 30, 2009, we had outstanding options to purchase a total of ~~1,619,439~~1,489,512 shares of common stock at a weighted average exercise price of ~~$57.44~~$56.74 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.

2737

~~SELECTED CONSOLIDATED FINANCIAL DATA~~Selected historical financial data

You should read the selected historical consolidated financial data with “Management’s ~~Discussion~~discussion and ~~Analysis~~analysis of ~~Financial Condition~~financial condition and ~~Results~~results of ~~Operations”~~operations” and our ~~consolidated~~ financial statements and the accompanying notes. The selected consolidated financial data as of ~~March 31, 2007~~September 30, 2009 and for the ~~three~~nine months ended ~~March 31, 2006~~September 30, 2008 and ~~2007~~2009 have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial data as of December 31, ~~2005~~2007 and ~~2006~~2008 and for the fiscal ~~year~~years ended December 31, ~~2004, for the periods from January 1, 2005 through November 22, 2005~~2006, 2007 and ~~from November 23, 2005 through December 31, 2005, and for the fiscal year ended December 31, 2006~~2008 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, ~~2002, 2003~~2004, 2005 and 2006, for the fiscal year ended December 31, 2004 and for the ~~fiscal years ended~~periods from January 1, 2005 through November 22, 2005 and from November 23, 2005 through December 31, ~~2002 and 2003~~2005 have been derived from audited consolidated financial statements not included in this prospectus. Our historical results may not be indicative of the operating results to be expected in any future periods.

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~~a meaningful comparison of our results. ~~See “Management’s Discussion~~The combined operating results may not reflect the actual results we would have achieved absent the Transaction and ~~Analysis~~may not be predictive 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 selected consolidated financial information set forth below is not necessarily indicative of the~~future 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.operations.

2838

Predecessor Successor Combined Successor
Period from
Period from

January 1,
November 23,
Year
Year

2005 through
2005 through
Ended
Ended
Three Months Ended

Year Ended December 31, November 22,
December 31,
December 31,
December 31,
March 31,
2002 2003 2004 2005 2005 2005 2006 2006 2007
(In thousands, except per share and percentage data)

Statement of operations data:

Revenues:
Software licenses $ 15,631 $ 14,233 $ 17,250 $ 20,147 $ 3,587 $ 23,734 $ 22,925 $ 5,198 $ 6,117
Maintenance 27,850 31,318 36,433 44,064 3,701 47,765 55,222 13,042 14,987
Professional services 6,326 6,757 11,320 12,565 2,520 15,085 19,582 5,178 4,135
Software-enabled services 12,627 13,223 30,885 67,193 7,857 75,050 107,740 24,947 30,675

Total revenues 62,434 65,531 95,888 143,969 17,665 161,634 205,469 48,365 55,914
Cost of revenues:
Software licenses 1,316 1,788 2,258 2,963 856 3,819 9,216 2,261 2,418
Maintenance 5,640 6,248 8,462 10,393 1,499 11,892 20,415 4,799 6,462
Professional services 5,412 4,387 6,606 7,849 861 8,710 12,575 2,982 3,463
Software-enabled services 8,621 8,003 16,444 37,799 4,411 42,210 57,810 13,254 17,099

Total cost of revenues 20,989 20,426 33,770 59,004 7,627 66,631 100,016 23,296 29,442

Gross profit 41,445 45,105 62,118 84,965 10,038 95,003 105,453 25,069 26,472

Operating expenses:
Selling and marketing 9,078 8,393 10,734 13,134 1,364 14,498 17,598 3,708 4,108
Research and development 11,760 11,180 13,957 19,199 2,071 21,270 23,620 5,876 6,267
General and administrative 7,721 7,154 8,014 11,944 1,140 13,084 20,366 4,058 5,050
Write-off of purchased in-process research and development 1,744 — — — — — — — —
Merger costs — — — 36,912 — 36,912 — — —

Total operating expenses 30,303 26,727 32,705 81,189 4,575 85,764 61,584 13,642 15,425

Operating income 11,142 18,378 29,413 3,776 5,463 9,239 43,869 11,427 11,047
Interest income 1,431 912 1,528 1,031 30 1,061 388 126 104
Interest expense — (2,092 ) (4,920 ) (7,012 ) (47,427 ) (11,635 ) (11,524 )
Other income (expense), net (273 ) 47 99 655 258 913 456 (61 ) 126

Income (loss) before income taxes 12,300 19,337 31,040 3,370 831 4,201 (2,714 ) (143 ) (247 )
Provision (benefit) for income taxes 4,995 7,541 12,030 2,658 — 2,658 (3,789 ) 83 (74 )

Net income (loss) $ 7,305 $ 11,796 $ 19,010 $ 712 $ 831 $ 1,543 $ 1,075 $ (226 ) $ (173 )

Earnings (loss) per share(1)
Basic $ 0.38 $ 0.63 $ 0.90 $ 0.03 $ 0.12 $ 0.15 $ (0.03 ) $ (0.02 )

Diluted $ 0.36 $ 0.59 $ 0.84 $ 0.03 $ 0.11 $ 0.15 $ (0.03 ) $ (0.02 )

Weighted average shares outstanding(1)
Basic 19,473 18,617 21,185 23,300 7,075 7,079 7,075 7,087
Diluted 20,531 19,832 22,499 24,478 7,314 7,316 7,075 7,087

Statement of cash flows data:

Net cash provided by (used in):
Operating activities $ 15,495 $ 23,711 $ 28,524 $ 32,116 $ 4,915 $ 30,709 $ 15,436 $ 16,243
Investment activities (2,738 ) (15,321 ) (89,220 ) (110,495 ) (877,261 ) (18,626 ) (12,578 ) (7,282 )
Financing activities (23,290 ) (12,081 ) 74,074 69,161 868,655 (16,427 ) (5,263 ) (9,051 )

Other financial data:

Recurring revenue percentage(2) 64.8 % 68.0 % 70.2 % 77.3 % 65.4 % 76.0 % 79.3 % 78.5 % 81.7 %
Consolidated EBITDA(3) $ 64,989 $ 8,588 $ 73,577 $ 83,998 $ 20,023 $ 21,385

Balance sheet data (at period end):

Cash, cash equivalents and marketable securities $ 41,719 $ 52,381 $ 130,835 $ 15,584 $ 11,718 $ 11,733
Working capital (deficit) 36,699 42,009 116,418 7,283 (1,312 ) (1,482 )
Total assets 75,480 82,585 185,663 1,176,371 1,152,521 1,161,411
Long-term debt — — — 478,143 466,235 460,661
Total stockholders’ equity 57,270 61,588 156,094 557,133 563,132 565,442



	Predecessor												Successor
				Period from			Period from			Successor			Combined
				January 1,			November 23,			Year			Year			Year			Year
	Year Ended			2005 through			2005 through			Ended			Ended			Ended			Ended			Nine Months
	December 31,			November 22,			December 31,			December 31,			December 31,			December 31,			December 31,			Ended September 30,
(In thousands, except per share and percentage data)	2004			2005			2005			2005			2006			2007			2008			2008			2009


Statement of operations data:
Revenues:
Software licenses	$	17,250		$	20,147		$	3,587		$	23,734		$	22,925		$	27,514		$	24,844		$	18,353		$	15,632
Maintenance		36,433			44,064			3,701			47,765			55,222			61,910			65,178			48,986			48,565
Professional services		11,320			12,565			2,520			15,085			19,582			17,491			24,352			18,695			14,872
Software-enabled services		30,885			67,193			7,857			75,050			107,740			141,253			165,632			125,685			120,801


Total revenues		95,888			143,969			17,665			161,634			205,469			248,168			280,006			211,719			199,870
Cost of revenues:
Software licenses		2,258			2,963			856			3,819			9,216			9,616			9,198			6,868			6,304
Maintenance		8,462			10,393			1,499			11,892			20,415			26,038			26,854			20,104			20,352
Professional services		6,606			7,849			861			8,710			12,575			14,277			16,118			11,906			10,659
Software-enabled services		16,444			37,799			4,411			42,210			57,810			78,951			90,263			68,433			65,079


Total cost of revenues		33,770			59,004			7,627			66,631			100,016			128,882			142,433			107,311			102,394


Gross profit		62,118			84,965			10,038			95,003			105,453			119,286			137,573			104,408			97,476


Operating expenses:
Selling and marketing		10,734			13,134			1,364			14,498			17,598			19,701			19,566			14,701			15,229
Research and development		13,957			19,199			2,071			21,270			23,620			26,282			26,804			20,341			19,593
General and administrative		8,014			11,944			1,140			13,084			20,366			24,573			26,120			20,689			14,683
Merger costs		—			36,912			—			36,912			—			—			—			—			—


Total operating expenses		32,705			81,189			4,575			85,764			61,584			70,556			72,490			55,731			49,505


Operating income		29,413			3,776			5,463			9,239			43,869			48,730			65,083			48,677			47,971
Interest income		1,536			1,031			30			1,061			388			939			409			373			24
Interest expense		(8	)		(2,092	)		(4,920	)		(7,012	)		(47,427	)		(45,463	)		(41,539	)		(31,505	)		(27,815	)
Other (expense) income, net		99			655			258			913			456			1,911			1,994			278			(1,256	)


Income (loss) before income taxes		31,040			3,370			831			4,201			(2,714	)		6,117			25,947			17,823			18,924
(Benefit) provision for income taxes		12,030			2,658			—			2,658			(3,789	)		(458	)		7,146			5,491			5,928


Net income	$	19,010		$	712		$	831		$	1,543		$	1,075		$	6,575		$	18,801		$	12,332		$	12,996


Earnings per share¹
Basic	$	0.90		$	0.03		$	0.12					$	0.15		$	0.93		$	2.65		$	1.74		$	1.83

Diluted	$	0.84		$	0.03		$	0.11					$	0.15		$	0.88		$	2.51		$	1.65		$	1.75

Weighted average shares outstanding¹
Basic		21,185			23,300			7,075						7,079			7,088			7,092			7,090			7,103
Diluted		22,499			24,478			7,314						7,316			7,457			7,494			7,486			7,427

Statement of cash flows data:
Net cash provided by (used in):
Operating activities	$	28,524		$	32,116		$	4,915					$	30,709		$	57,057		$	61,655		$	43,122		$	45,000
Investing activities		(89,220	)		(110,495	)		(877,261	)					(18,626	)		(12,839	)		(24,608	)		(6,201	)		(11,562	)
Financing activities		74,074			69,161			868,655						(16,427	)		(37,408	)		(25,532	)		(25,038	)		(11,960	)

Other financial data:
Recurring revenue percentage²		70.2%			77.3%			65.4%			76.0%			79.3%			81.9%			82.4%			82.5%			84.7%
Consolidated EBITDA³				$	64,989		$	8,588		$	73,577		$	83,998		$	98,667		$	115,566		$	84,854		$	82,979

Balance sheet data (at period end):
Cash, cash equivalents and marketable securities	$	130,835					$	15,584					$	11,718		$	19,175		$	29,299					$	52,461
Working capital (deficit)		116,418						7,283						(1,312	)		5,668			8,849						21,020
Total assets		185,663						1,176,371						1,152,521			1,190,495			1,127,353						1,165,854
Long-term debt, net of current portion		—						478,143						466,235			440,580			406,625						400,300
Total stockholders’ equity		156,094						557,133						563,132			612,593			587,253						634,818


(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.

(3)		Consolidated EBITDA is a non-GAAP financial measure used in ~~certain~~key financial covenants contained ~~in the indenture governing our senior subordinated notes and~~ in our senior credit ~~facilities.~~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 ~~the indenture and~~ 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 ~~financing covenants and to provide investors with supplemental measures of our operating performance and liquidity.~~senior credit facilities. Consolidated EBITDA is not presented for the ~~years~~year ended December 31, ~~2002, 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 ~~as a performance metric for internal monitoring and planning purposes, including~~to gauge the ~~preparation~~costs of our ~~annual operating budget~~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 ~~monthly operating reviews, as well as~~a better understanding of our ability to ~~facilitate analysis of investment decisions.~~meet our debt service obligations and make capital expenditures.

		Consolidated EBITDA also allows investors to evaluate our operating performance exclusive of financing costs and depreciation policies. In addition to its use to monitor performance trends, Consolidated EBITDA enables management and investors to compare our performance with the performance of our peers.

		~~The~~Any 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.~~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. While Consolidated EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Consolidated EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative ofFurther, our ~~ongoing operations. In particular, the definition of Consolidated EBITDA in the~~ senior credit facilities allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments 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. When evaluating our operating performance or liquidity,~~GAAP, and investors should not consider Consolidated EBITDA ~~in isolation of, or~~ 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. ~~Consolidated EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations.~~ 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, 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.

		The following is a reconciliation of net income ~~which is a GAAP measure of our operating results,~~ to Consolidated EBITDA as defined in our senior credit facilities.


	Predecessor			Successor			Combined			Successor
				Period																		Predecessor			Successor			Combined			Successor
	Period			from																					Period
	from			November 23,															Twelve			Period			from
	January 1			2005			Year			Year									Months			from			November 23,															Twelve
	through			through			Ended			Ended			Three Months						Ended			January 1			2005			Year			Year			Year			Year			Months
	November 22,			December 31,			December 31,			December 31,			Ended March 31,						March 31,			through			through			Ended			Ended			Ended			Ended			Ended			Nine Months
	2005			2005			2005			2006			2006			2007			2007(a)			November 22,			December 31,			December 31,			December 31,			December 31,			December 31,			September 30,			Ended September 30,
(In thousands)																						2005			2005			2005			2006			2007			2008			2009^a			2008			2009
	(In thousands)
Net income (loss)	$	712		$	831		$	1,543		$	1,075		$	(226	)	$	(173	)	$	1,128
Interest expense (income), net		1,061			4,890			5,951			47,039			11,509			11,420			46,950
Net income																						$	712		$	831		$	1,543		$	1,075		$	6,575		$	18,801		$	19,465		$	12,332		$	12,996
Interest expense, net																							1,061			4,890			5,951			47,039			44,524			41,130			37,789			31,132			27,791
Income taxes		2,658			—			2,658			(3,789	)		83			(74	)		(3,946	)		2,658			—			2,658			(3,789	)		(458	)		7,146			7,583			5,491			5,928
Depreciation and amortization		9,575			2,301			11,876			27,128			6,569			8,483			29,042			9,575			2,301			11,876			27,128			35,047			35,038			35,453			26,292			26,707


EBITDA		14,006			8,022			22,028			71,453			17,935			19,656			73,174			14,006			8,022			22,028			71,453			85,668			102,115			100,290			75,247			73,422
Purchase accounting adjustments(b)		—			616			616			3,017			1,141			(67	)		1,809
Purchase accounting adjustments^b																							—			616			616			3,017			(296	)		(289	)		(228	)		(224	)		(163	)
Merger costs		36,912			—			36,912			—			—			—			—			36,912			—			36,912			—			—			—			—			—			—
Capital-based taxes		—			—			—			1,841			—			413			2,254			—			—			—			1,841			1,721			1,212			1,004			880			672
Unusual or non-recurring charges(c)		(737	)		(242	)		(979	)		1,485			65			(55	)		1,365
Acquired EBITDA and cost savings(d)		14,808			85			14,893			1,147			632			135			1,140
Unusual or non-recurring charges (income)^c																							(737	)		(242	)		(979	)		1,485			(1,718	)		1,480			661			2,502			1,683
Acquired EBITDA and cost savings^d																							14,808			85			14,893			1,147			135			2,379			3,455			—			2,025
Stock-based compensation		—			—			—			3,871			—			813			4,684			—			—			—			3,871			10,979			7,323			6,281			5,405			4,363
Other(e)		—			107			107			1,184			250			490			1,424
Other^e																							—			107			107			1,184			2,158			1,346			1,279			1,044			977


Consolidated EBITDA	$	64,989		$	8,588		$	73,577		$	83,998		$	20,023		$	21,385		$	85,850		$	64,989		$	8,588		$	73,577		$	83,998		$	98,667		$	115,566		$	112,742		$	84,854		$	82,979

~~_ _~~


(a)		Results for the twelve months ended ~~March 31, 2007~~September 30, 2009 are included because our senior credit facilities require the calculation of our consolidated total leverage and consolidated net interest coverage ratio for the prior four consecutive quarters. With the exception of acquired EBITDA and cost savings, our results for the twelve months ended ~~March 31, 2007~~September 30, 2009 are calculated based on our results for the year ended December 31, ~~2006,~~2008, in addition to our results for the ~~three~~nine months ended ~~March 31, 2007,~~September 30, 2009, less our results for the ~~three~~nine months ended March 31, 2006. Acquired EBITDA and cost savings for the twelve months ended March 31, 2007 reflects the EBITDA impact of significant businesses that were acquired during this period as if the acquisitions occurred as of April 1, 2006 and cost savings to be realized from such acquisitions.September 30, 2008.

(b)		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.

(c)		Unusual or non-recurring charges include foreign currency transaction gains and losses, expenses related to our prior proposed public offering, severance expenses associated with workforce reduction, gains and losses on the sales of marketable securities, equity earnings and losses on investments, proceeds ~~from~~and payments associated with legal and other settlements, costs associated with the closing of a regional office and other one-time gains and expenses.

(d)		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.

(e)		Other includes management fees and related expenses paid to Carlyle and the non-cash portion of straight-line rent expense.

3141

Consolidated EBITDA and ~~Consolidated Leverage Ratios~~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 ~~6.75)~~5.50) and a minimum Consolidated EBITDA to consolidated net interest ratio (currently not less than ~~1.50)~~2.00) 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
March 31, 2007

December 31, 2005 December 31, 2006 March 31, 2007 (As Adjusted)(5)
(In thousands, except ratio data)

Consolidated EBITDA(1) $ 73,577 $ 83,998 $ 85,850
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 6.75)(2) 6.43 5.48 5.26
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 1.50)(3) 10.87 (4) 1.88 1.94



				Successor
	Combined¹											Twelve Months
	Twelve Months			Twelve Months		Twelve Months		Twelve Months		Twelve Months		Ended
	Ended			Ended		Ended		Ended		Ended		September 30,
	December 31,			December 31,		December 31,		December 31,		September 30,		2009
(In thousands, except ratio data)	2005			2006		2007		2008		2009		(As Adjusted)⁶


Consolidated EBITDA²	$	73,577		$	83,998	$	98,667	$	115,566	$	112,742	$
Consolidated total leverage to Consolidated EBITDA ratio (current maximum covenant level: 5.50)³		6.43			5.48		4.30		3.28		3.30
Consolidated EBITDA to consolidated net interest coverage ratio (current minimum covenant level: 2.00)⁴		10.87	⁵		1.88		2.34		2.98		3.18


(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 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)		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)~~(3)		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,~~$30.0 million of cash and cash equivalents to (b) Consolidated EBITDA. The maximum consolidated total leverage ratio for 2009 is 5.50. The maximum consolidated total leverage ratio for 2008 was 6.00, 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)~~(4)		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 2009 is 2.00. The minimum consolidated net interest coverage ratio for 2008 was 1.70, 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)~~(5)		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)~~(6)		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 page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the use of a portion of the net proceeds ~~of this offering~~thereof to redeem ~~$71.75~~$ million in original principal amount of our outstanding 113/4% senior subordinated ~~notes.~~notes at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest.

3242

~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF~~Management’s discussion and analysis of
~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~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”~~historical 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”~~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~~4,500 clients, principally within the institutional asset management, alternative investment management and financial institutions ~~sectors.~~vertical markets. In addition, our clients include commercial lenders, corporate treasury groups, insurance and pension funds, municipal finance groups and real estate property managers.

In 2006, 2007 and 2008, we expanded our presence in current markets and entered a new market, increased our recurring revenues, enhanced our operating income, paid down debt and reduced our debt leverage, increased our revenues through offering our proprietary software as software-enabled services, and expanded our reach in the financial services market. Our acquisitions since 2006 have expanded our offerings for alternative investment managers and provided us with new trading products for broker/dealers and financial exchanges as well as online financial and investment training courses.

Our revenues for 2008 were $280.0 million, compared to $248.2 million and $205.5 million in 2007 and 2006, respectively. Our recurring revenues, which consist of our maintenance revenues and software-enabled services revenues, were $230.8 million in 2008, compared to $203.2 million and $163.0 million in 2007 and 2006, respectively. In 2008, recurring revenues represented 82.4% of total revenues, compared to 81.9% and 79.3% in 2007 and 2006, respectively. We believe our high level of recurring revenues provides us with the ability to better manage our costs and capital investments. Our revenues from sales outside the United States were $110.3 million in 2008, compared to $101.1 million and $83.1 million in 2007 and 2006, respectively.

As we have expanded our business, we have focused on increasing our contractually recurring revenues. We have seen increased demand in the financial services industry for our software-enabled services from existing and new customers. To support that demand, we have taken a number of steps, ~~to increase contractually recurring revenues,~~ such as automating our software-enabled services delivery methods and providing our employees with sales ~~incentives and acquiring~~incentives. We have also acquired 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 ~~$30.9 million, or 32% of total revenues, in 2004 to~~ $107.7 million ~~or 52% of total revenues,~~ in ~~2006.~~2006 to $165.6 million in 2008. Our maintenance revenues increased from ~~$36.4 million in 2004 to~~ $55.2 million in ~~2006.~~2006 to $65.2 million in 2008. 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 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 ~~maintenance and software-enabled services~~contractually recurring revenues to continue to increase as a percentage of our total revenues.

~~While increasing our contractually recurring revenues, we also~~We continued to focus on ~~increasing our profitability~~improving operating margins. Our total expenses, including costs of revenues, were $214.9 million in 2008, compared to $199.4 million and ~~operating cash flow. Although operating~~$161.6 million in 2007 and 2006, respectively. Our expenses increased in ~~terms of dollars due to our acquisitions, we reduced operating expenses~~2008 over 2007 mainly as a ~~percentage~~result of ~~total revenues~~increased payroll as we increased our personnel count from ~~34% in 2004~~1,059 at the end of 2007 to ~~30% in 2006. These efforts contributed to a 49%~~1,128 at the end of 2008. The increase in personnel was mainly to support the growth in our operating income from 2004 to 2006. 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 acquisitionssoftware-enabled services and ~~more cost-effective marketing programs.~~

~~The Going-Private Transaction~~

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 year ended December 31, 2004 are the results of operations of SS&C and its consolidated subsidiaries (Predecessor). The results of operations for the year ended December 31, 2006 and the three months ended March 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 years ended December 31, 2004 and 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~~

professional services revenues. As a result of ~~the Transaction,~~managing our ~~assets~~expenses, our operating income margins were 23.2% of revenues in 2008 compared to 19.6% in 2007 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~~21.4% in ~~an increase~~2006. Consolidated EBITDA, a non-GAAP financial measure defined in our ~~cost~~credit agreement and used to measure our debt compliance, was $115.6 million in 2008 compared to $98.7 million and $84.0 million, in 2007 and 2006, respectively. Please see “Selected historical financial data” for a reconciliation of ~~revenue and operating expenses due~~net income to ~~the increase in expense related to amortization of intangible assets.~~Consolidated EBITDA.

~~The value at which~~We generated $61.7 million in cash from operating activities in 2008, compared to $57.1 million and $30.7 million in 2007 and 2006, respectively. In 2008, we ~~carry~~used our ~~intangible assets~~operating cash flow to repay $25.6 million of debt, acquire Micro Design Services for $17.9 million and ~~goodwill increased significantly. As set forth~~invest $6.7 million in ~~greater detail~~capital equipment 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.

~~The valuation assigned to our intangible assets at the date of the Transaction is as follows:~~

Weighted Average

Amortization

Carrying Value Period
(In millions)

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 will be significantly higher than prior to the Transaction.business.

~~Strategic~~ Acquisitions

To ~~complement~~supplement our organic growth, we evaluate and execute acquisitions that provide complementary products or services, add proven technology and an established client base, expand our ~~client base, increase our~~intellectual property portfolio or address a highly specialized problem or a 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.~~niche. Since the beginning of ~~2004,~~2006, we have spent approximately ~~$259~~$67.9 million in cash to acquire 12seven financial services businesses.

3444

The following table lists the businesses we have acquired since ~~2004:~~January 1, 2006:



Acquired ~~Business~~business	Acquisition ~~Date~~date	~~Description~~Acquired capabilities, products and services


TheNextRound	November 2009	Expanded private equity client base with TNR Solution product
MAXIMIS	May 2009	Expanded institutional footprint and provided new cross-selling opportunities
Evare	March 2009	Expanded institutional middle- and back-office outsourcing services with financial data acquisition, transformation and delivery services
Micro Design Services	October 2008	Expanded real-time, mission-critical order routing and execution services with ACA, BlockTalk and MarketLook products
Northport	March ~~12,~~ 2007	~~Alternative investment~~Expanded fund ~~management~~administration services to private equity market
Zoologic	August ~~31,~~ 2006	~~Web-based~~Added education and training ~~software~~courseware offerings for financial institutions
Cogent Management	March 3, 2006	~~Alternative investment~~Expanded fund ~~management~~administration services to hedge fund and private equity markets
~~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~~
~~OMR Systems Corporation~~	~~April 12, 2004~~	~~Treasury processing software and services~~
~~NeoVision Hypersystems~~	~~February 17, 2004~~	~~Visual analytic software~~
~~Investment Advisory Network~~	~~January 16, 2004~~	~~Wealth management software and services~~

Critical ~~Accounting Estimates~~accounting estimates and ~~Assumptions~~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.

Revenue ~~Recognition~~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 PositionNo. 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.~~acceptance, unless such acceptance is deemed perfunctory. 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 customer 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 plusout-of-pocket expenses. Professional services revenues are recognized as the services are performed. Maintenance agreements generally require us to provide technical support and software updates to our clients (on a when-and-if-available basis). We generally provide maintenance services under one-year renewable contracts. 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 thepercentage-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 ofman-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 revenue 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.

Allowance for ~~Doubtful Accounts~~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~~assets, intangible assets and ~~Goodwill~~goodwill

~~Under Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets” (SFAS 142), we~~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. To the extent that we do not achieve our revenue or operating cash flow plans or other measures of fair value decline, including external valuation assumptions, our current goodwill carrying value could be impaired. Additionally, since fair value is also based in part on the market approach, if comparable company market multiples decline from the levels at December 31, 2008, it is possible we could be required to perform the second step of the goodwill impairment test and impairment could result.

Acquisition ~~Accounting~~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~~applied 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, ~~2006, 2005~~2008, 2007 and ~~2004~~2006 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~~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. Accordingly, prior period amounts have not been restated. Using the fair value recognition provisions of ~~SFAS 123R,~~relevant accounting literature, 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 fair value of our common stock, 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.

To date we have granted 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 measurement date, 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, March 31, 2007 and March 1, 2008, 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.

•	as of November 15, 2008 and April 1, 2009, analyses using a weighted average of two generally accepted valuation procedures: the income approach and the market approach—publicly traded guideline company method. The market approach—transaction method was not utilized due to the lack of comparable transactions in the evaluation period.

The following table summarizes information about stock options granted since August 2006, the date of the first option grants since the Transaction:



							Weighted-average grant date fair
					Fair value		value of options by vesting type¹:
	Shares				of						Change
	under		Exercise		underlying						in
Grant date	option		price		stock		Time		Performance		control


August 2006		1,165,830	$	74.50	$	74.50	$	31.08	$	32.98	$	21.23
November 2006		10,500		74.50		74.50		30.75		32.61		21.23
March 2007		23,000		74.50		74.50		30.69		32.54		7.41
May 2007		17,500		98.91		98.91		40.85		43.32		9.09
June 2007		3,000		98.91		98.91		41.37		43.89		8.64
January 2009		30,005		85.65		85.65		24.32		—		—


(1)		The weighted-average fair value of options by vesting type represents the value at the grant date. These fair values do not reflect the re-valuation of certain options related to modifications effected in February 2009, March 2008 and April 2007, as more fully described in Note 9 to the consolidated financial statements for the year ended December 31, 2008.

Stock options granted

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 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 1,165,830 shares of common stock at an exercise price of $74.50 per share. Our board of directors determined that $74.50, 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. Subsequently, we filed a registration statement for a proposed public offering on June 13, 2007, which we withdrew on October 29, 2008 due to market conditions.

In October 2007, in connection with our prior proposed 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 (the “October 2007 reassessment”). 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 $63 and $77 per share. As the board’s prior valuation of $74.50 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 $74.50 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 33,500 shares of common stock at an exercise price of $74.50 per share. In November 2006, we also sold an aggregate of 8,900 shares of common stock to our employees under the 2006 equity incentive plan for a purchase price of $74.50 per share. The board believed that $74.50 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 20,500 shares of common stock at an exercise price of $98.91 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 $98.91, our board used the same three generally accepted valuation procedures that were 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 $98.91 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 our prior proposed 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.

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 a 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 a public offering.

On January 6, 2009, we granted options to purchase an aggregate of 30,005 shares of common stock at an exercise price of $85.65 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 $85.65, our board used two generally accepted valuation procedures: the income approach and the market approach—publicly traded guideline company method. The market approach—transaction method was not utilized due to the lack of comparable transactions in the evaluation period. We conducted the assessment as of November 15, 2008 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. The board did not conduct contemporaneous or retrospective valuations of the common stock in connection with the January 2009 grants because of the availability of the November 15, 2008 valuation, the immaterial size of the awards and the cost of such valuation.

Stock option modifications

In April 2007, our board of directors approved (i) the vesting, as of April 18, 2007, of 50% of the performance-based options granted to our employees through March 31, 2007 that would have vested if the we had met our EBITDA target for fiscal year 2006 (collectively, the “2006 Performance Options”); (ii) the vesting, conditioned upon us meeting our EBITDA target for fiscal year 2007, of the other 50% of the 2006 Performance Options; and (iii) the reduction of our EBITDA target for fiscal year 2007. We 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, we estimated the fair value of the modified performance-based options to be $45.45. We estimated the fair value of our common stock as of the modification to be $98.91. Our board used the three generally accepted valuation procedures used in its March 2008 reassessment: the income approach, the market approach—publicly traded guideline company method and the market approach—transaction method. We 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 our historical volatility adjusted for the Transaction and historical volatility of our peer group. Expected term to exercise is based on our historical stock option exercise experience, adjusted for the Transaction.

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 re-measured affected performance-based options using the Black-Scholes option pricing model and assumptions reflecting current facts and circumstances as of the modification date. We estimated the weighted-average fair value of performance-based options that vest upon the attainment of the 2008 EBITDA target range to be $41.06. We estimated the fair value of our common stock as of the modification to be $110.03. Our board used the three generally accepted valuation procedures used in its March 2008 reassessment: the income approach, the market approach—publicly traded guideline company method and the market approach—transaction method. We used the following weighted-average assumptions to estimate the option value: expected term to exercise of 2.5 years; expected volatility of 26.0%; risk-free interest rate of 1.735%; and no dividend yield. Expected volatility is based on the historical volatility of our peer group. Expected term to exercise is based on our historical stock option exercise experience, adjusted for the Transaction.

In February 2009, our board of directors (1) approved the immediate vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2006, 2007 or 2008 and

(2) established our annual EBITDA target range for 2009. As of that date, we estimated the weighted-average fair value of the performance-based options that were vested by the board and those that vest upon the attainment of the 2009 EBITDA target range to be $31.00. We estimated the fair value of our common stock as of the modification to be $92.71 (the April 1, 2009 analysis). Our board used two generally accepted valuation procedures: the income approach and the market approach—publicly traded guideline company method. The market approach—transaction method was not utilized due to the lack of comparable transactions in the evaluation period. We used the following weighted-average assumptions to estimate the option value: expected term to exercise of 2.5 years; expected volatility of 38.0%; risk-free interest rate of 1.2%; and no dividend yield. Expected volatility is based on the historical volatility of our peer group. Expected term to exercise is based on our historical stock option exercise experience, adjusted for the Transaction.

If factors change and we employ different assumptions in future periods, the compensation expense that we record 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 theAICPA’s Practice Aid Valuation of Privately-Held-Company Equity Securities Issued as Compensation to determine the fair value of our common stock on the date of grant or the date of the modification of a grant.

The values of outstanding vested and unvested options as of September 30, 2009 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

Income ~~Taxes~~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 a new accounting standard related to the ~~provisions of Financial Standards Accounting Board (FASB) Interpretation No. 48, “Accounting~~accounting for ~~Uncertainty~~uncertainty in ~~Income Taxes” (FIN 48).~~income taxes. At adoption, we had ~~$4.2~~$5.3 million of liabilities for unrecognized tax benefits. The adoption of ~~FIN 48~~this standard 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.~~this standard. 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 ~~March 31, 2007,~~September 30, 2009, we had ~~$4.5~~$7.6 million of liabilities for unrecognized tax benefits. Of this amount, ~~$4.4~~$5.6 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. The remainder~~Transaction. All of the unrecognized tax benefits, if recognized, would decrease our effective tax rate and increase our net income.

Results of ~~Operations~~operations

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,		January 1,																Percent change
	Year Ended		Year Ended		2005 through		2005 through		Year Ended								Year ended December 31,						from prior period
	December 31,		December 31,		December 31,		November 22,		December		Percent Change From Prior Year						2008		2007		2006		2008			2007
	2006		2005		2005		2005		31, 2004		2006			2005

Revenues:
Software licenses	$	22,925	$	23,734	$	3,587	$	20,147	$	17,250		(3.4	)%		37.6	%	$	24,844	$	27,514	$	22,925		(9.7	)%		20.0	%
Maintenance		55,222		47,765		3,701		44,064		36,433		15.6			31.1			65,178		61,910		55,222		5.3			12.1
Professional services		19,582		15,085		2,520		12,565		11,320		29.8			33.3			24,352		17,491		19,582		39.2			(10.7	)
Software-enabled services		107,740		75,050		7,857		67,193		30,885		43.6			143.0			165,632		141,253		107,740		17.3			31.1


Total revenues	$	205,469	$	161,634	$	17,665	$	143,969	$	95,888		27.1			68.6		$	280,006	$	248,168	$	205,469		12.8			20.8


	Successor
	Three Months		Three Months					Nine months ended September 30,				Percent
	Ended March		Ended March		Percent			2009		2008		change
	31, 2007		31, 2006		Change

Revenues:
Software licenses	$	6,117	$	5,198		17.7	%	$	15,632	$	18,353		(14.8	)%
Maintenance		14,987		13,042		14.9			48,565		48,986		(0.9	)
Professional services		4,135		5,178		(20.1	)		14,872		18,695		(20.4	)
Software-enabled services		30,675		24,947		23.0			120,801		125,685		(3.9	)


Total revenues	$	55,914	$	48,365		15.6		$	199,870	$	211,719		(5.6	)

The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:


	Successor			Combined			Predecessor			Successor
										Three Months															Nine months ended
	Year Ended			Year Ended			Year Ended			Ended						Year ended December 31,									September 30,
	December 31,			December 31,			December 31,			March 31,						2008			2007			2006			2009			2008
	2006			2005			2004			2007			2006

Revenues:
Software licenses		11.2	%		14.7	%		18.0	%		10.9	%		10.7	%		8.9	%		11.1	%		11.2	%		7.8	%		8.7	%
Maintenance		26.9			29.6			38.0			26.8			27.0			23.3			25.0			26.9			24.3			23.1
Professional services		9.5			9.3			11.8			7.4			10.7			8.7			7.0			9.5			7.5			8.8
Software-enabled services		52.4			46.4			32.2			54.9			51.6			59.1			56.9			52.4			60.4			59.4


Total revenues																	100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Comparison of ~~Three Months Ended March 31, 2007~~nine months ended
September 30, 2009 and ~~2006~~2008

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.~~clients and total assets under management in our clients’ portfolios. Maintenance revenues vary ~~primarily~~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 for the nine months ended September 30, 2009 were ~~$55.9~~$199.9 million, decreasing 6% from $211.7 million in the same period in 2008. The decrease in revenues includes the unfavorable impact from foreign currency translation of $8.4 million. This impact was offset by acquisitions, which added $10.8 million in the aggregate. Excluding these items, organic revenues, which are revenues from businesses that we have owned for at least twelve months, decreased $14.2 million, or 7%.

Software licenses

Software license revenues for the nine months ended September 30, 2009 and 2008 were $15.6 million and ~~$48.4~~$18.4 million, respectively. Revenues of $1.3 million from acquisitions partially offset a decrease of $3.6 million in organic software license revenues and a decrease of $0.5 million related to foreign currency translation. 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 aperiod-to-period basis. For the nine months ended September 30, 2009, there were fewer

perpetual license transactions than there were for the comparable period in 2008, but at a greater average size. 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 for the nine months ended September 30, 2009 and 2008 were $48.6 million and $49.0 million, respectively. Revenues of $3.1 million from acquisitions were offset by a decrease of $1.5 million related to foreign currency translation. Excluding these items, organic revenues decreased $2.0 million, or 4%, primarily as a result of a decrease in fees for one significant customer. Additionally, annual maintenance fee increases, which are generally tied to the percentage change in the consumer price index (“CPI”), were not as favorable as they have been historically due to a lower change in CPI. We typically provide maintenance services under one-year renewable contracts that provide for an annual increase in fees. 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 for the nine months ended September 30, 2009 and 2008 were $14.9 million and $18.7 million, respectively. The decrease in revenues includes the unfavorable impact from foreign currency translation of $0.9 million, offset by acquisitions, which added $1.6 million. Excluding these items, organic revenues decreased $4.5 million. The decrease in revenues for both periods was primarily due to one significant professional services project that commenced during the first quarter of 2008 and was completed during 2008. 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 for the nine months ended September 30, 2009 and 2008 were $120.8 million and $125.7 million, respectively. The decrease in revenues includes the unfavorable impact from foreign currency translation of $5.5 million, partially offset by our acquisitions, which added $4.8 million. Excluding these items, organic revenues decreased $4.2 million. Contributing to the decline in organic revenues for such period was a decrease in fees for one significant customer and decreases in the variable portion of our fees, which are tied to our clients’ assets under management. Future software-enabled services revenue growth is dependent on our ability to retain existing clients, add new clients and increase average fees, as well as growth in our clients’ assets under management.

Cost of revenues

The total cost of revenues for the nine months ended September 30, 2009 and 2008 was $102.4 million and $107.3 million, respectively. The gross margin was 49% for each of the nine-month periods ended September 30, 2009 and 2008. The impact of foreign currency translation reduced cost of revenues by $4.6 million, and we reduced our costs of revenues by $6.1 million, mainly in cost of software-enabled services revenues and cost of professional services revenues. Additionally, stock-based compensation expense decreased by $0.4 million. These cost reductions were partially offset by our acquisitions, which added costs of $6.2 million.

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 licenses for the nine months ended September 30, 2009 and 2008 was $6.3 million and $6.9 million, respectively. A decrease in costs of $0.9 million, primarily amortization, and a decrease in costs of $0.2 million related to foreign currency translation, was partially offset by an increase of $0.5 million related to acquisitions.

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 $20.3 million and $20.1 million for the ~~three~~nine months ended ~~March~~September 30, 2009 and 2008, respectively. An increase in costs of $1.2 million due to our acquisitions was partially offset by a decrease in costs of $0.8 million related to foreign currency translation. Excluding these items, costs decreased $0.2 million. Cost of maintenance revenues as a percentage of these revenues was 42% for the nine months ended September 30, 2009 compared to 41% for the nine months ended September 30, 2008.

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 revenues for the nine months ended September 30, 2009 and 2008 was $10.7 million and $11.9 million, respectively. Cost reductions of $2.4 million and a decrease of $0.6 million related to foreign currency translation were partially offset by our acquisitions, which added $1.9 million in costs. Additionally, stock-based compensation expense decreased $0.1 million. Cost of professional services revenues in the prior-year period reflected increased personnel-related costs to support a significant implementation project that was completed during 2008.

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 for the nine months ended September 30, 2009 and 2008 was $65.1 million and $68.4 million, respectively. A decrease in costs of $2.6 million and a decrease of $3.0 million related to foreign currency translation were partially offset by our acquisitions, which added $2.6 million in costs. Additionally, stock-based compensation expense decreased $0.3 million.

Operating expenses

Total operating expenses for the nine months ended September 30, 2009 and 2008 were $49.5 million and $55.7 million, respectively. A reduction of $4.1 million in costs, a decrease of $2.0 million related to foreign currency translation and a decrease of $0.7 million in stock-based compensation expense were partially offset by our acquisitions, which added $2.7 million. Additionally, the prior-year period included $2.1 million in costs related to our prior proposed

public offering. Total operating expenses as a percentage of total revenues decreased to 25% for the 2009 period from 26% for the 2008 period.

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 for the nine months ended September 30, 2009 and 2008 were $15.2 million and $14.7 million, respectively, representing 8% and 7% of total revenues in those periods, respectively. The increase in costs was primarily related to our acquisitions, which added $0.9 million in costs, partially offset by a decrease of $0.7 million related to foreign currency translation. Additionally, an increase of $0.4 million in personnel and other costs was offset by a decrease of $0.1 million in stock-based compensation expense.

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 for the nine months ended September 30, 2009 and 2008 were $19.6 million and $20.3 million, respectively, representing 10% of total revenues in each of these periods. A decrease of $1.3 million in costs, primarily personnel-related, a decrease of $0.8 million related to foreign currency translation and a decrease in stock-based compensation expense of $0.1 million were partially offset by our acquisitions, which added $1.5 million in 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 for the nine months ended September 30, 2009 and 2008 were $14.7 million and $20.7 million, respectively, representing 7% and 10% of total revenues in those periods, respectively. General and administrative expenses for the prior-year period included $2.1 million in costs related to our prior proposed public offering. Contributing to the remainder of the variance was a reduction of $3.2 million in costs, primarily related to personnel, bad debt, capital-based taxes and the impact of cost controls, a decrease of $0.5 million in stock-based compensation expense and a decrease of $0.5 million related to foreign currency translation, partially offset by our acquisitions, which added $0.3 million in costs.

Interest expense, net

Net interest expense was $27.8 million and $31.1 million for the nine months ended September 30, 2009 and 2008, respectively. Interest expense is primarily related to interest expense on debt outstanding under our senior credit facility and 113/4% senior subordinated notes due 2013. The decrease in interest expense is due to a decrease in outstanding debt and lower average interest rates for the 2009 period.

Other income (expense), net

Other expense, net for the nine months ended September 30, 2009 consisted primarily of foreign currency losses. Other income, net for the nine months ended September 30, 2008 consisted primarily of foreign currency gains of $1.3 million, partially offset by the $1.0 million loss we recorded relating to our investment in a private company.

Provision for income taxes

We had effective tax rates of 31.3% and 30.8% for the nine months ended September 30, 2009 and 2008, respectively. The effective tax rate for the balance of the year is expected to be between 30% and 35%.

Comparison of years ended
December 31, 2008, 2007 and 2006

Revenues

Revenues were $280.0 million, $248.2 million and $205.5 million in 2008, 2007 and 2006, respectively. ~~The revenue increase~~Revenue growth in 2008 of ~~$7.5~~$31.8 million, or ~~16%~~13%, ~~came from both organic growth and acquisitions. Revenues~~was driven by revenues for businesses and products that we have owned for at least 12 months, or organic revenues, which increased ~~$4.3~~12%, accounting for $28.7 million of the increase, and came from increased demand of ~~$4.9~~$23.2 million for our software-enabled services, ~~and additional maintenance revenues~~an increase of ~~$0.5 million, offset by decreases of $0.9 million and $0.2~~$6.0 million in professional services revenues and ~~software~~an increase of $2.8 million in maintenance revenues, partially offset by a decrease of $3.3 million in license ~~revenues, respectively. Revenues increased $1.0~~sales. The remaining $3.1 million ~~and $0.5 million related~~increase was due to sales of products and services that we acquired in our ~~February 2006 acquisition~~acquisitions of Micro Design Services, or MDS, and Northport, which occurred in October 2008 and March 2007, respectively. Revenue growth in 2008 includes the unfavorable impact from foreign currency translation of $0.7 million resulting from the strength of the U.S. dollar relative to the British pound, partially offset by weakness relative to the Canadian dollar and the euro. 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, ~~and our~~which occurred in March 2007, August 2006 ~~acquisition of Zoologic, respectively,~~ and ~~our 2007 acquisition of Northport LLC added $0.3 million in revenues.~~March 2006, respectively. Additionally, revenues for ~~the three months ended March 31,~~ 2006 include a reduction of ~~$1.4~~$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.

Software ~~Licenses~~licenses

Software license revenues were ~~$6.1~~$24.8 million, $27.5 million and ~~$5.2~~$22.9 million ~~for the three months ended March 31,~~in 2008, 2007 and 2006, respectively. The ~~increase~~decrease in software license revenues from 2007 to 2008 of ~~$0.9~~$2.7 million ~~or 18%,~~ was due ~~in part~~ to ~~our 2006 acquisition of Zoologic, which added $0.4 million in revenues, offset by~~ a decrease of ~~$0.2~~$3.3 million in organic license ~~sales. Additionally,~~sales, partially offset by $0.6 million

related to sales of products we acquired as a result of our acquisition of MDS. During 2008, we had fewer perpetual license transactions than in 2007, but at a similar average size, offset by an increase in revenues from term licenses. The increase in software license revenues ~~for~~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 ~~three months ended March 31,~~increase. Additionally, software license revenues for 2006 included a reduction of ~~$0.7~~$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. 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 aperiod-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 ~~$15.0~~$65.2 million, $61.9 million and ~~$13.0~~$55.2 million ~~for the three months ended March 31,~~in 2008, 2007 and 2006, respectively. The increase in maintenance revenues of ~~$2.0~~$3.3 million, or ~~15%~~5%, in 2008 was due in part to organic revenue growth of ~~$0.5~~$2.8 million and our ~~2006~~ acquisition of ~~Zoologic,~~MDS, which added ~~$0.1~~$0.5 million. 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 ~~for the three months ended March 31,~~in 2006 included a reduction of ~~$1.3~~$2.8 million as a result of adjusting our deferred revenue to fair value in connection with the Transaction. The increase in organic revenues was mainly due to favorable client maintenance renewals and annual maintenance fee increases. We typically provide maintenance services under one-year renewable contracts that provide for an annual increase in fees, generally tied to the percentage change 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 $4.1 million and $5.2 million for the three months ended March 31, 2007 and 2006, respectively. The decrease in professional services revenues was primarily due to a decrease in organic revenues of $0.9 million. The decrease in organic revenues was mainly related to four significant

professional services projects that were either completed or substantially completed in late 2006. Additionally, professional services revenues for the three months ended March 31, 2006 included an increase of $0.2 million related to the deferred revenue fair value adjustment in connection with the Transaction. 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 $30.7 million and $24.9 million for the three months ended March 31, 2007 and 2006, respectively. The increase in software-enabled services revenues of $5.8 million, or 23%, was attributable to both organic growth and acquisitions. Organic revenue growth was $4.9 million and came from increased demand and the addition of new clients for our SS&C Fund Services and Pacer ASP services and SVC securities data services provided by SS&C Canada. Our 2006 acquisition of Cogent increased revenues by $1.0 million, reflecting a full three months of activity, and our 2007 acquisition of Northport added $0.3 million. Additionally, software-enabled services revenues for the three months ended March 31, 2006 included an increase of $0.4 million related to the deferred revenue fair value adjustment in connection with the Transaction. Future software-enabled services revenue growth is dependent on our ability to retain existing clients, add new clients and increase average software-enabled services fees.

~~Cost of Revenues~~

The total cost of revenues was $29.4 million and $23.3 million for the three months ended March 31, 2007 and 2006, respectively. The gross margin decreased to 47% for the three months ended March 31, 2007 from 52% for the comparable period in 2006. The decrease in gross margin was primarily attributable to additional amortization of intangible assets of $1.2 million, stock-based compensation expense of $0.2 million and a non-cash increase in rent expense of $0.2 million. The total cost of revenues increase was mainly due to $1.2 million in costs associated with the acquisitions of Northport, Zoologic and Cogent, additional amortization expense of $1.2 million based on cash flows, stock-based compensation expense of $0.2 million and cost increases of $3.4 million to support our organic revenue growth, primarily in software-enabled services revenues. Additionally, the three months ended March 31, 2006 included a reduction in rent expense of $0.2 million related to the valuation of rental obligations in connection with the Transaction.

~~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 licenses was $2.4 million and $2.3 million for the three months ended March 31, 2007 and 2006, respectively. The increase in cost of software license revenues was primarily due to our acquisition of Zoologic, which added $0.1 million in amortization expense. Cost of software license revenues as a percentage of such revenues decreased to 40% for the three months ended March 31, 2007 from 43% for the three months ended March 31, 2006.

~~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 $6.5 million and $4.8 million for the three months ended March 31, 2007 and 2006, respectively. The increase in costs of $1.7 million was primarily due to increased amortization of intangible assets of $1.1 million, our acquisition of Zoologic, which added $0.2 million in costs, and organic cost increases of $0.4 million to support the growth in organic revenue. Cost of maintenance revenues as a percentage of these revenues was 43% and 37% for the three months ended March 31, 2007 and 2006, respectively.

~~Cost of Professional Services Revenues~~

~~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 $17.1 million and $13.3 million for the three months ended March 31, 2007 and 2006, respectively. The increase in cost of software-enabled services revenues of $3.8 million was primarily due to an increase of $2.5 million in organic costs to support the growth in organic revenues and our acquisitions of Northport and Cogent, which added $0.9 million in the aggregate. Additionally, stock-based compensation represented $0.2 million of the increase and incremental amortization of intangible assets contributed $0.2 million to the increase.

~~Operating Expenses~~

Total operating expenses were $15.4 million and $13.6 million for the three months ended March 31, 2007 and 2006, respectively, representing 28% of total revenues in each of those periods. Included in 2007 expenses are stock-based compensation of $0.6 million, capital-based taxes of $0.4 million and additional costs of $0.3 million associated with our acquisitions of Northport, Zoologic and Cogent. Organic costs increased $0.3 million to support the growth in organic revenues. Included in the three months ended March 31, 2006 was a reduction of $0.1 million in rent expense related to the valuation of rental obligations in connection with the Transaction.

~~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 $4.1 million and $3.7 million for the three months ended March 31, 2007 and 2006, respectively, representing 7% and 8%, respectively, of total revenues in those years. The increase in selling and marketing expenses of $0.4 million was due to our acquisitions of Northport, Zoologic and Cogent, which added $0.2 million in costs, stock-based compensation expense of $0.1 million and an increase in organic personnel costs of $0.1 million.

~~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 $6.3 million and $5.9 million for the three months ended March 31, 2007 and 2006, respectively, representing 11% and 12% of total revenues in those periods, respectively. The increase in research and development expenses of $0.4 million was due to our acquisitions of Northport, Zoologic and Cogent, which added $0.1 million in costs, stock-based compensation expense of $0.1 million and an increase in organic personnel costs of $0.1 million.

~~General and Administrative~~

total revenues in those periods, respectively. The increase in general and administrative expenses of $1.0 million was primarily related to stock-based compensation expense of $0.4 million, capital-based taxes of $0.4 million and an increase in organic personnel costs of $0.1 million.

~~Interest Income, Interest Expense and Other Income, Net~~

Net interest expense for the three months ended March 31, 2007 and 2006 was $11.4 million and $11.5 million, respectively, and primarily related to interest expense on debt outstanding under our senior credit facility and 113/4~~% senior subordinated notes due 2013. Other income (expense), net for the three months ended March 31, 2007 and 2006 consists primarily of foreign currency gains and losses.~~

~~Benefit for Income Taxes~~

~~We had an effective tax rate of 30% for the three months ended March 31, 2007. The effective tax rate for the balance of the year is expected to be between 30% and 35%.~~

~~Comparison of Years Ended December 31, 2006, 2005 and 2004~~

~~Revenues~~

Revenues were $205.5 million, $161.6 million and $95.9 million in 2006, 2005 and 2004, respectively. 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 revenues for businesses and products that we have owned for at least 12 months, or 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. The increase in revenues from 2004 to 2005 of $65.7 million, or 69%, was primarily a result of our 2005 acquisitions, which added an aggregate of $53.5 million, our 2004 acquisition of OMR, which added $6.4 million, reflecting a full 12 months of activity and organic revenue growth of $6.6 million, or 6.9%. Revenues for 2005 also include a reduction of $0.7 million related to the valuation of deferred revenue acquired in the Transaction.

~~Software Licenses~~

Software license revenues were $22.9 million, $23.7 million and $17.3 million in 2006, 2005 and 2004, respectively. 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. The increase in software license revenues from 2004 to 2005 of $6.4 million, or 38%, was due to our 2005 acquisitions, which contributed $4.3 million in the aggregate and organic revenue growth of $2.1 million, or 12.5%. 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 $55.2 million, $47.8 million and $36.4 million in 2006, 2005 and 2004, respectively. 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, and 2005 revenues were reduced by $1.0 million due to the valuation of acquired deferred revenues. The increase in maintenance revenues from 2004 to 2005 of $11.4 million, or 31%, was primarily attributable to our 2005 acquisitions, which added $9.3 million in the aggregate, our 2004 acquisition of OMR, which increased $1.5 million, reflecting a full 12 months of activity and organic revenue growth of $1.5 million, or 4.0%. These increases in maintenance revenues were offset by a reduction of $1.0 million related to the valuation of deferred revenue acquired in the Transaction. 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~~services

Professional services revenues were $24.4 million, $17.5 million and $19.6 million ~~$15.1 million~~in 2008, 2007 and ~~$11.3 million in~~ 2006, ~~2005 and 2004,~~ respectively. The increase in professional services revenues ~~from 2005 to 2006~~ of ~~$4.5~~$6.9 million, or ~~30%~~39%, in 2008 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.~~$6.0 million and our acquisition of MDS, which contributed $0.9 million to the increase. The ~~increase~~growth in organic revenues was primarily attributable to one significant implementation project for a client that transitioned to our software-enabled services. The decrease in professional services revenues ~~from 2004 to 2005 of $3.8 million, or 33%,~~in 2007 was primarily ~~attributable~~related to ~~our 2005 acquisitions, which added an aggregate of $5.0 million in revenues. Organic revenues decreased by $1.4 million, primarily the result of significant implementation~~several large professional services projects ~~from 2004~~ that were either completed ~~during the first quarter of 2005. Professional~~or substantially completed in late 2006; we were not engaged in similar sized projects in 2007. Additionally, professional services revenues for ~~2005 also include~~2006 included an increase of $0.2 million ~~related to the valuation~~as a result of adjusting our deferred revenue ~~acquired~~to fair value in connection with the Transaction. 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

Software-enabled services revenues were $165.6 million, $141.3 million and $107.7 million ~~$75.1 million~~in 2008, 2007 and ~~$30.9 million in~~ 2006, ~~2005 and 2004,~~ respectively. The increase in software-enabled services revenues ~~from 2005 to 2006~~in 2008 of ~~$32.7~~$24.3 million, or ~~44%~~17%, 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~~$23.2 million, ~~or 21%. Organic growth was driven by~~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 ~~ASP~~application service provider (“ASP”) services and Securities Valuation (“SVC”) securities data services provided by SS&C ~~Canada. Software-enabled~~Technologies Canada Corp. Our 2007 acquisition of Northport contributed $1.1 million of the growth, reflecting a full twelve months of activity. 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 ASP services and 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, while 2005 revenues were increased by $0.1 million. The increase in software-enabled services revenues from 2004 to 2005 of $44.2 million, or 143%, was primarily attributable to our 2005 acquisitions, which added an aggregate of $34.9 million in revenues, our 2004 acquisition of OMR, which increased $3.8 million, reflecting a full 12 months of activity and organic revenue growth of $5.4 million, or 17.6%. Software-enabled services revenues for 2005 also include an increase of $0.1 million related to the valuation of deferred revenue acquired in 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.

During the fourth quarter of 2008, we experienced a decline in software-enabled services revenues of approximately 9% from the third quarter. We believe these declines are attributable to the overall weakening of economic conditions and were the result of fund redemption, several fund liquidations and the movement of existing fund investments from securities to cash. While we have continued to add new clients, we cannot be certain that revenues from these additional clients will be sufficient to offset any continued effects from the recent economic crisis.

Cost of ~~Revenues~~revenues

The total cost of revenues was $142.4 million, $128.9 million and $100.0 million ~~$66.6 million~~in 2008, 2007 and ~~$33.8 million in~~ 2006, ~~2005 and 2004,~~ respectively. The gross margin ~~decreased~~changed from ~~65% in 2004 to 59% in 2005 and to~~ 51% in ~~2006.~~2006 to 48% in 2007 and 49% in 2008. The increase of $13.5 million in ~~costs~~total cost of revenues in ~~2006~~2008 was ~~primarily~~mainly due to ~~our 2005 acquisitions, which increased costs by an aggregate of $10.7 million, reflecting a full 12 months of activity, our 2006 acquisitions of Cogent~~personnel increases early in the year to support revenue growth, particularly professional services and ~~Zoologic, which added $2.9 million, incremental amortization of $10.2 million related to the revaluation of intangible assets in connection with the Transaction~~software-enabled services, and ~~cost~~acquisitions. Cost increases ~~of $10.0 million~~ to support our organic revenue ~~growth. The increased~~growth were $12.5 million and acquisitions added $1.5 million in costs, ~~included $9.0 million for personnel, infrastructure and other costs to support the growth~~primarily in ~~our~~ software-enabled services ~~revenues and professional services revenues, respectively, and $1.0~~revenues. In November 2008, we reduced our workforce by approximately 9% in response to the anticipated effects of the recent economic crisis. Severance expenses related to this action added $0.6 million in expenses to total cost of revenues. These increases were offset by a decrease of $1.1 million in stock-based compensation ~~expense.~~expense, as 2007 stock-based compensation expense included charges related to the vesting of 2006 performance options. The increase in total cost of revenues in ~~2005~~2007 was ~~primarily attributable~~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 ~~2005~~organic revenue growth were $15.8 million and acquisitions ~~which~~ added ~~an aggregate of $25.6~~$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 ~~$3.2 million~~non-cash rent expense increased $0.2 million. Certain of ~~costs~~our intangible assets are amortized into cost of revenues based on the ratio that current cash flows for ~~OMR,~~the intangible assets bear to the total of current and expected future cash flows for the intangible assets.

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~~reflecting a full 12 months of activity for this April 2004 acquisition. Additionally, personnel costs and other expenses increased $4.0 million to support our increased revenues.~~

Cost of ~~Software License Revenues~~software license revenues

The cost of software license revenues was $9.2 million, ~~$3.8~~$9.6 million and ~~$2.3~~$9.2 million in ~~2006, 2005~~2008, 2007 and ~~2004,~~2006, respectively. The ~~increase~~decrease in cost ~~from 2005~~of software licenses in 2008 was due to ~~2006 was primarily attributable to $3.9 million~~a reduction in ~~additional~~ amortization relating to the Transaction, reflecting a full 12 months, our 2005 acquisitions, which increased costs by an aggregate of $0.8 million, reflecting a full 12 months, and our acquisition of Zoologic, which added $0.1 million in costs. Organically, costs increased $0.6 million, reflecting additional amortizationexpense under the percent of cash flows ~~method.~~method, as a lower percentage of current license revenues was deemed associated with technology that existed at the date of the Transaction. The increase in cost ~~from 2004~~of software licenses in 2007 was due to ~~2005 was primarily attributable to~~additional amortization expense under the percent of completed technology associated with our 2005 acquisitions, which added $0.8 million in costs, and $0.2 million of costs for OMR, reflecting a full 12 months of amortization for the completed technology acquired in April 2004. Additionally, costs increased $0.5 million reflecting the revaluation of intangibles acquired in the Transaction.cash flows method.

Cost of ~~Maintenance Revenues~~maintenance revenues

The cost of maintenance revenues was $26.9 million, $26.0 million and $20.4 million ~~$11.9 million~~in 2008, 2007 and ~~$8.5 million in~~ 2006, ~~2005 and 2004,~~ respectively. The increase in ~~costs from 2005 to 2006~~cost of maintenance revenues in 2008 was primarily due to ~~$7.0~~additional personnel and related costs of $0.7 million inand additional amortization ~~relating to the Transaction, our 2005 acquisitions, which increased costs by an aggregate~~expense of ~~$1.4~~$0.3 million ~~reflecting~~as a ~~full 12 months~~result of ~~activity, and our 2006 acquisition of Zoologic, which added $0.3 million. These increases were~~increasing cash flows, partially offset by a ~~$0.2~~decrease of $0.1 million ~~decrease~~ in ~~organic costs.~~stock-based compensation expense. The increase in ~~costs from 2004 to 2005~~cost of maintenance revenues in 2007 was primarily due to ~~$2.7~~additional amortization expense of $4.6 million as a result of increasing cash flows, acquisitions, which added $0.5 million in ~~additional~~ costs, ~~associated with our 2005 acquisitions~~an increase of $0.3 million in costs to support organic revenue growth and additional ~~costs~~stock-based compensation expense of $0.7 million related to OMR, reflecting a full 12 months of activity. Additionally, reductions in personnel and other expenses of $0.7 million were fully offset by an increase in amortization expense related to the revaluation of intangible assets acquired in the Transaction.$0.2 million.

Cost of ~~Professional Services Revenues~~professional services revenues

The cost of professional services revenue was $16.1 million, $14.3 million and $12.6 million ~~$8.7 million~~in 2008, 2007 and ~~$6.6 million in~~ 2006, ~~2005 and 2004,~~ respectively. The increase in ~~costs from 2005 to 2006~~cost of professional services revenues in 2008 was primarily due to ~~our 2005 acquisitions, which increased~~ an ~~aggregate~~increase of ~~$2.3~~$0.4 million ~~reflecting~~in personnel and related costs to support revenue growth and $0.7 million in costs for third-party hardware, partially offset by a ~~full 12 months~~decrease of ~~activity,~~$0.1 million in stock-based compensation expense. Acquisitions added $0.8 million in costs. 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 $1.5 million to support organic revenue growth. The increase in costs from 2004 to 2005 was attributable to our 2005 acquisitions, which added $2.1 million in the aggregate, and increased costs of $0.5 million related to OMR, reflecting a full 12 months of activity, partially offset by a reduction of $0.5$1.4 million in personnel ~~and other expenses.~~costs. Acquisitions added $0.1 million in costs.

Cost of ~~Software-Enabled Services Revenues~~software-enabled services revenues

The cost of software-enabled services revenues was $90.3 million, $79.0 million and $57.8 million ~~$42.2 million~~in 2008, 2007 and ~~$16.4 million in~~ 2006, ~~2005 and 2004,~~ respectively. The increase in ~~costs from 2005 to 2006~~cost of software-enabled services revenues in 2008 was primarily due to ~~our 2005 acquisitions, which increased costs by an aggregate of $6.2 million, reflecting a full 12 months of activity, our 2006 acquisition of Cogent, which added $2.5 million, and~~ an increase of ~~$7.0~~$10.8 million in costs, primarily related to personnel and communications, to support the growth in organic revenues and our acquisition of Northport, which added $0.7 million, representing a full year of costs. Additionally, severance expenses related to our workforce reduction contributed $0.4 million and amortization expense increased $0.3 million. These increases were partially offset by a decrease of $0.9 million in stock-based compensation expense. 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 ~~software-enabled services revenues. Additionally, 2006 costs include $0.8 million related to~~organic revenues, additional stock-based compensation expense of $1.7 million and ~~a decrease of $0.8 million in amortization expense. The increase in costs from 2004 to 2005 was primarily due to $20.0 million of costs associated with our 2005~~ acquisitions, ~~and increased costs of $1.8 million related to OMR, reflecting a full 12 months of activity.~~which added $3.2 million. Additionally, ~~personnel and other expenses increased $3.8 million to support growth in organic revenues, and~~ amortization expense increased ~~$0.2~~$2.0 million due to ~~the revaluation of intangible assets acquired in the Transaction.~~increasing cash flows and non-cash rent expense increased $0.1 million.

Operating ~~Expenses~~expenses

Our total operating expenses were $72.5 million, $70.6 million and $61.6 million ~~$85.8 million~~in 2008, 2007 and ~~$32.7 million in~~ 2006, ~~2005~~respectively, representing 26%, 28% and ~~2004, respectively, and represent~~ 30%~~, 53% and 34%~~, respectively, of total revenues in those years. The

~~decrease~~ increase in ~~total~~ operating expenses ~~from 2005 to 2006~~in 2008 was primarily due to ~~one-time transaction costs of $36.9~~our expensing $1.6 million in ~~2005.~~costs related to our prior proposed public offering and severance expenses of $1.0 million related to our workforce reduction. Additionally, ~~our 2005 acquisitions increased costs by an aggregate of $6.6 million, reflecting a full 12 months of activity, our 2006 acquisitions added $0.6 million and organic~~operating costs increased ~~$5.5~~$2.3 million, primarily related to personnel, and amortization expense increased $0.2 million. These increases were offset in part by a decrease of $2.6 million in stock-based compensation expense, as 2007 stock-based compensation expense included charges related to the vesting of 2006 performance options, a decrease of $0.5 million in capital-based taxes and a decrease of $0.5 million in expenses paid to The Carlyle Group. Acquisitions added $0.4 million in costs. The increase in ~~organic costs~~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 ~~stock-based compensation, $1.8~~costs to support organic revenue growth. Expenses increased $0.2 million ~~in capital-based taxes, $1.1 million in~~related to 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~~partially offset by a decrease of ~~$1.3~~$0.2 million in ~~personnel and other expenses.~~capital-based taxes. The remaining $1.0 million of the increase ~~in total operating expenses from 2004 to 2005~~ was ~~primarily~~ due to ~~transaction costs~~our acquisitions of ~~$36.9 million related to the sale of the Company, the 2005 acquisitions, which added $14.1 million in expenses,~~Northport, Zoologic and an increase of $1.1 million reflecting a full 12 months of activity for OMR. Additionally, bad debt expense increased $1.3 million, mainly due to a benefit of $0.4 million recorded in 2004, partially offset by a decrease in personnel and other costs of $0.3 million.Cogent.

Selling and ~~Marketing~~marketing

Selling and marketing expenses were $19.6 million, $19.7 million and $17.6 million ~~$14.5~~in 2008, 2007 and 2006, respectively, representing 7%, 8% and 9%, respectively, of total revenues in those years. The decrease in selling and marketing expenses in 2008 was primarily attributable to a decrease in stock-based compensation expense of $0.6 million, partially offset by acquisitions, which added $0.2 million in costs, and an increase of $0.3 million in amortization expense. 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.

Research and development

Research and development expenses were $26.8 million, $26.3 million and ~~$10.7~~$23.6 million in ~~2006, 2005~~2008, 2007 and ~~2004,~~2006, respectively, representing 9%10%, 9%11% and 11%, respectively, of total revenues in those years. The increase in research and development expenses ~~from 2005 to 2006~~in 2008 was primarily due to ~~our 2005 acquisitions, which increased~~an increase of $0.6 million in costs, to support organic revenue growth, and severance expenses of $0.3 million, partially offset by a decrease of $0.4 million in stock-based compensation expense. The increase in research and development expenses in 2007 was primarily due to an ~~aggregate~~increase of ~~$1.8~~$1.4 million ~~reflecting a full 12 months~~in costs to support organic revenue growth, additional stock-based compensation expense of ~~activity,~~$0.7 million, our ~~2006~~ acquisitions, which added $0.4 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. The increase in expenses from 2004 to 2005 was due to the 2005 acquisitions, which added $4.2 million in costs, and an increase of ~~$0.2 million, reflecting a full 12 months of activity for OMR. Additionally, a reduction in personnel and other costs of $0.7 million was partially offset by increased amortization of~~ $0.1 million ~~related to the revaluation of intangible assets acquired~~ in ~~the Transaction.~~non-cash rent expense.

~~Research~~General and ~~Development~~administrative

~~Research~~General and ~~development~~administrative expenses were ~~$23.6~~$26.1 million, ~~$21.3~~$24.6 million and ~~$14.0~~$20.4 million in ~~2006, 2005~~2008, 2007 and ~~2004,~~2006, respectively, representing ~~11%~~9%, ~~13%~~10% and ~~15%~~10%, respectively, of total revenues in those years. The increase in general and administrative expenses ~~from 2005 to 2006~~in 2008 was primarily due to an increase of $1.7 million in operating costs, primarily related to personnel, our ~~2005 acquisitions, which increased~~expensing $1.6 million in costs ~~by an aggregate~~related to our prior proposed public offering and severance expenses of ~~$3.4 million, reflecting a full 12 months of activity, our 2006 acquisitions, which added $0.2 million, and stock-based compensation expense of $0.4~~

$0.7 million. These increases were offset in part by a decrease of $1.6 million in ~~personnel~~stock-based compensation expense, a decrease of $0.5 million in capital-based taxes and ~~other~~a decrease of $0.5 million in expenses paid to Carlyle. Acquisitions added $0.2 million in costs. The increase in general and administrative expenses ~~from 2004 to 2005~~in 2007 was primarily ~~attributable~~due to ~~our 2005~~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 ~~$6.7 million in costs, and increased expenses of $0.7 million, reflecting a full 12 months of activity for OMR,~~$0.2 million. These increases were partially offset by a ~~reduction in personnel costs~~decrease of $0.1 ~~million.~~million in non-cash rent expense.

~~General and Administrative~~

General and administrative expenses were $20.4 million, $13.1 million and $8.0 million in 2006, 2005 and 2004, respectively, representing 10%, 8% and 8%, respectively, of total revenues in those years. The increase in expenses from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased costs by an aggregate of $1.4 million, reflecting a full 12 months of activity, stock-based compensationInterest income, interest 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. The increase in expenses from 2004 to 2005 was primarily attributable to our 2005 acquisitions, which added $3.2 million in costs, and increased expenses of $0.2 million, reflecting a full 12 months of activity for OMR. Additionally, bad debt expense increased $1.3 million, primarily due to a benefit of $0.4 million recorded in 2004, and personnel costs increased $0.4 million.

~~Merger Costs Related to the Transaction~~income, net

~~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 $41.5 million and interest income of $0.4 million in 2008 compared to interest expense of $45.5 million and interest income of $0.9 million in 2007. In 2006, we had interest expense of $47.4 million and interest income of $0.4 ~~million~~million. The decrease in ~~2006. In 2005, we had~~ interest expense in 2008 reflects the lower average debt balance and lower average interest rates on the floating portion of ~~$7.0 million and~~our debt as compared to 2007. The decrease in interest income ~~of $1.1 million. In 2004, we had no~~in 2008 is also related to the lower average interest rates as compared to 2007. The decrease in interest expense ~~and interest income of $1.5 million.~~in 2007 reflects the lower average debt balance as compared to 2006. The increase in interest ~~expense from 2005 to 2006 reflects a full 12 months of carrying the debt issued~~income in ~~connection with the Transaction. The interest expense in 2005 was due~~2007 is related to the ~~issuance~~higher average cash balance as compared to 2006. Other income, net in 2008 consists primarily of ~~$205.0~~foreign currency translation gains of $4.0 million, partially offset by a $2.0 million loss we recorded relating to our investment in 113/4~~% senior subordinated notes due 2013~~a private company which we account for under the equity method of accounting. Other income, net in 2007 consists primarily of foreign currency translation gains of $0.6 million, property tax refunds of $0.9 million and ~~$285.0~~$0.4 million related to the favorable settlement of ~~borrowings in November 2005 in connection with~~a liability accrued at the ~~Transaction. Additionally, we used $84.0 million~~time of ~~cash on hand and incurred $75.0 million of debt to effect~~ our acquisition of ~~FMC~~Financial Models in ~~April~~ 2005. Other income, net in 2006 primarily reflects income recorded under the equity method from a private investment. ~~Included in other~~

Provision for income ~~net in 2005 were net gains~~taxes

For the year ended December 31, 2008, we recorded a provision for income taxes of $7.1 million. The difference between the provision we recorded and the statutory rate was primarily due to foreign tax benefits of approximately $2.3 million and a benefit of $0.6 million ~~resulting from~~due to changes in Canadian withholding rates enacted in December 2008. These benefits were partially offset by state income taxes of $1.0 million. For the ~~sale~~year ended December 31, 2007, we recorded a benefit of ~~marketable securities~~$0.5 million. The difference between the benefit we recorded and ~~net~~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, and other foreign ~~currency translation gains~~tax benefits of ~~$0.2~~approximately $1.9 million. ~~Included in other income, net in 2004 was $0.1 million related to a favorable legal settlement.~~

~~Provision for Income Taxes~~

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 assets,~~ and other foreign tax benefits of approximately $1.9 million. For the years ended December 31, 2005 and 2004, we had effective income tax rates of approximately 63% and 39%, respectively. The higher tax rate in 2005 was primarily due to merger costs related to the sale of SS&C, which were not deductible for tax purposes. We had ~~$89.0~~$65.6 million of deferred tax liabilities and ~~$19.1~~$12.8 million of deferred tax assets at December 31, ~~2006.~~2008. In future years, we expect to have sufficient levels of profitability to realize the net deferred tax assets at December 31, ~~2006.~~2008.

Liquidity and ~~Capital Resources~~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, the net proceeds of this offering, 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 12twelve months.

Our cash and cash equivalents ~~and marketable securities~~ at ~~March 31, 2007~~September 30, 2009 were ~~$11.7~~$52.5 million, ~~which is unchanged~~an increase of $23.2 million from $29.3 million at December 31, ~~2006.~~2008. Cash provided by operations was ~~completely~~partially offset by net repayments of debt, cash used for acquisitions and capital expenditures. Our cash and cash equivalents at December 31, 2008 were $29.3 million, an increase of $10.1 million from $19.2 million at December 31, 2007. Cash provided by operations was partially offset by net repayments of debt and cash used for ~~acquisitions~~an acquisition and capital expenditures. Our cash, cash equivalents and marketable securities at December 31, 2006 represents a decrease of $3.9 million from $15.6 million at December 31, 2005. The decrease was primarily due to net repayment of debt and cash paid for acquisitions and fixed assets, partially offset by cash provided by operations.

Net cash provided by operating activities was ~~$16.2~~$45.0 million for the ~~three~~nine months ended ~~March 31, 2007.~~September 30, 2009. Cash provided by operating activities was primarily due to a net ~~loss~~income of ~~$0.2~~$13.0 million adjusted for non-cash items of ~~$9.6 million, increases of $10.3 million, $3.6~~$24.4 million and ~~$1.4 million~~changes in ~~deferred maintenance~~our working capital accounts totaling $7.6 million. The changes in our working capital accounts were driven by a decrease in accounts receivable and ~~other revenues,~~increases in accrued expenses and ~~other liabilities and accounts payable, respectively. These items were~~deferred revenues, partially offset by a decrease ~~of $0.2 million~~ in income taxes ~~payable and increases of $4.7 million, $3.2 million and $0.3 million~~payable. The decrease in accounts receivable ~~income taxes receivable~~was primarily due to the timing of collections. Days’ sales outstanding decreased to 49 days as of September 30, 2009 from 51 days as of December 31, 2008. The increase in accrued expenses was primarily due to an increase in interest payable related to the timing of interest payments on our notes, offset in part by the payment of annual employee bonuses. The increase in deferred revenues was primarily due to the collection and ~~prepaid expenses~~timing of annual maintenance fee renewals and ~~other assets, respectively.~~a significant term license fee billed during the second quarter.

Net cash provided by operating activities was ~~$30.7~~$61.7 million in ~~2006.~~2008. Net cash provided by operating activities during ~~2006~~2008 was primarily ~~due to~~the result of our net income, ~~of $1.1 million~~ adjusted for non-cash ~~items~~expenses including depreciation and amortization, stock compensation expense, amortization of

~~$23.6 million, decreases of $7.8 million~~ loan origination costs and ~~$2.5 million in taxes receivable and accounts receivable, respectively, and an increase of $1.2 million~~a decrease in deferred ~~revenue. These items were~~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 ~~an increase of $2.0 million~~increases in prepaid expenses and ~~a decrease of $3.1 million~~other assets and accounts receivable. The increase in accrued ~~expenses.~~expenses primarily represents the increases in accrued employee bonuses. The increase in accounts receivable is primarily attributable to our growth in revenues. Days’ sales outstanding decreased to 51 days as of December 31, 2008 from 52 days as of December 31, 2007. Deferred revenues increased as a result of maintenance revenues increasing in 2008 over 2007.

Investing activities used net cash of ~~$7.3~~$11.6 million for the ~~three~~nine months ended ~~March 31, 2007.~~September 30, 2009, primarily related to the $10.4 million cash paid for our acquisitions of MAXIMIS and Evare, offset in part by a $0.1 million adjustment to the MDS purchase price. Capital expenditures accounted for the remaining $1.2 million. Investing activities used net cash of $24.6 million in 2008. Cash used by investing activities was primarily due to ~~$5.1~~$17.9 million cash paid for the acquisition of ~~Northport~~MDS and ~~$2.2~~$6.7 million in capital ~~expenditures. Net cash used in investing activities was $18.6 million in 2006, including $14.0 million for~~expenditures to support the ~~acquisitions~~growth of ~~Cogent and Zoologic and $4.2 million for capital expenditures. Additionally, we capitalized $0.4 million of development costs related to~~ our ~~Fund~~~~Runner~~~~Marathon product that was released in December 2006.~~business.

Financing activities used net cash of ~~$9.1~~$12.0 million for the ~~three~~nine months ended ~~March 31, 2007,~~September 30, 2009, representing net repayments of debt under our senior credit ~~facilities.~~facilities and the repurchase of our common stock in connection with stock option exercises. Net cash used in financing activities was ~~$16.4~~$25.5 million in ~~2006,~~2008, primarily related to ~~$17.1 million~~ net repayments of debt. ~~Additionally, we received $0.7 million from the sale of our common stock to employees pursuant to our 2006 equity incentive plan.~~

As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At March 31, 2007, our total indebtedness was $463.3 million and we had $75.0 million available for borrowing under our revolving credit facility.

Contractual ~~Obligations~~obligations

The following table summarizes our contractual obligations as of December 31, ~~2006~~2008 that require us to make future cash payments (in thousands):

Payments Due by Period
Less Than
More Than

Contractual Obligations
Total 1 Year 1-3 Years 3-5 Years 5 Years

Short-term and long-term debt(1) $ 471,929 $ 2,674 $ 5,348 $ 8,348 $ 455,559
Interest payments(2) 283,943 46,749 86,744 85,834 64,616
Operating lease obligations(3) 48,758 8,098 13,964 11,955 14,741
Purchase obligations(4) 3,940 1,754 1,168 509 509

Total contractual obligations $ 808,570 $ 59,275 $ 107,224 $ 106,646 $ 535,425



			Less than						More than
Contractual obligations	Total		1 year		1-3 years		3-5 years		5 years		All other


Short-term and long-term debt¹	$	408,726	$	2,101	$	4,202	$	402,423	$	—	$	—
Interest payments²		152,521		34,770		65,990		51,761		—		—
Operating lease obligations³		36,138		7,540		13,154		9,266		6,178		—
Purchase obligations⁴		3,157		2,209		658		290		—		—
Uncertain tax positions and related interest⁵		6,341		—		—		—		—		6,341


Total contractual obligations	$	606,883	$	46,620	$	84,004	$	463,740	$	6,178	$	6,341


(1)		Short-term and long-term debt obligations do not reflect ~~our intention to redeem up to 35%~~repayment of ~~our senior subordinated notes. If~~any indebtedness with the proceeds of this offering. For example, if we redeem ~~35%~~$ of our senior subordinated notes with the net proceeds from this offering, our payments due in ~~more than five~~3-5 years will be reduced by ~~$71.8~~$ million.

(2)		Reflects interest payments on our term loan facility and associated interest rate swap agreement at an assumed interest rate of three-month LIBOR of ~~5.36%~~1.46% plus 2.0%~~, interest payments on our revolving credit facility at an assumed interest rate~~ for U.S. dollar loans and CDOR of ~~one-month LIBOR of 5.35%~~1.57% plus ~~2.75%~~2.85% for Canadian dollar loans, and required interest payment payments on our senior subordinated notes of 11.75%. ~~If we redeem 35% of our senior subordinated notes with the net proceeds from this offering, our interest payments will be reduced by $8.4 million per year.~~

(3)		We are obligated under noncancelable operating leases for office space and office equipment. The lease for the corporate facility in Windsor, Connecticut ~~was extended in 2006 and now~~ expires in 2016. We sublease office space under noncancelable leases. We received rental income under these leases of $1.4 million, ~~$352,000~~$1.5 million and ~~$456,000~~$1.4 million for the years ended December 31, ~~2006, 2005~~2008, 2007 and ~~2004,~~2006, 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, 2008, our liability for uncertain tax positions and related net interest payable were $5.8 million and $0.5 million, respectively. We are unable to reasonably estimate the timing of our uncertain tax position 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~~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.

Our credit arrangements

The ~~Going-Private~~ Transaction

On November 23, 2005, in connection with the Transaction, SS&C (1) entered into a new ~~$350~~$350.0 million credit facility, consisting of a ~~$200~~$200.0 million term loan facility with SS&C as the borrower, a ~~$75 million-equivalent~~$75.0 million – equivalent term loan facility with a Canadian subsidiary as the borrower ($1717.0 million of which is denominated in US dollars and ~~$58~~$58.0 million of which is denominated in Canadian dollars) and a ~~$75~~$75.0 million revolving credit facility and (2) issued ~~$205~~$205.0 million aggregate principal amount of 113/4% senior subordinated notes due 2013.

As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At September 30, 2009, our total indebtedness was $402.6 million and we had $75.0 million available for borrowing under our revolving credit facility.

Senior ~~Credit Facilities~~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 ~~$2.6~~$2.1 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 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 ~~March 31, 2007.~~September 30, 2009.

~~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%.~~

113/4% ~~Senior Subordinated Notes~~senior subordinated notes due 2013

The 113/4% 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 bepari passuin 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.

We may use a portion of our net proceeds from this offering to redeem all or a portion of outstanding senior subordinated notes, at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest. Any redemption will result in a loss on extinguishment of debt in the period in which the notes are redeemed, which includes a redemption premium and a non-cash charge of approximately $ 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 $1.1 million less in cash to redeem the notes. See “Use of proceeds” for additional information.

Covenant ~~Compliance~~compliance

Under the senior credit facilities, we are required to satisfy and maintain specified financial ratios and other financial condition tests. As of ~~March 31, 2007,~~September 30, 2009, we were in compliance with the financial and ~~non-financial~~nonfinancial 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 ~~certain~~key financial covenants contained ~~in the indenture governing our senior subordinated notes and~~ in our senior credit ~~facilities.~~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 ~~the indenture and~~ 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 ~~financing covenants and to provide investors with supplemental measures of our operating performance and liquidity.~~senior credit facilities.

Management uses Consolidated EBITDA ~~as a performance metric for internal monitoring and planning purposes, including~~to gauge the ~~preparation~~costs of our ~~annual operating budget~~capital structure on aday-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and ~~monthly operating reviews, as well as to facilitate analysis of investment decisions.~~

Consolidated EBITDA also allows investors to evaluate our operating performance exclusive of financing costs and depreciation policies. In addition to its use to monitor performance trends, Consolidated EBITDA enables management and investors to compare our performance with the performancea better understanding of our ~~peers.~~ability to meet our debt service obligations and make capital expenditures.

~~The~~Any 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.~~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. While Consolidated EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Consolidated EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative ofFurther, our ~~ongoing operations. In particular, the definition of Consolidated EBITDA in the~~ senior credit facilities ~~allows us to add back certain non-cash, extraordinary, unusual or non-recurring~~

~~charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments~~ 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. When evaluating our operating performance or liquidity,~~GAAP, and investors should not consider Consolidated EBITDA ~~in isolation of, or~~ 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. ~~Consolidated EBITDA may have material limitations as a performance measure because it excludes items that are necessary elements of our costs and operations.~~ 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, 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.

The following is a reconciliation of net income ~~which is a GAAP measure of our operating results,~~ to Consolidated EBITDA as defined in our senior credit facilities.

Successor Combined Successor Predecessor
Period from

November 23,
Period from

2005
January 1

Three Months Ended
Year Ended
Year Ended
through
through

March 31, December 31,
December 31,
December 31,
November 22,

2007 2006 2006 2005 2005 2005
(In thousands)
Net income (loss) $ (173 ) $ (226 ) $ 1,075 $ 1,543 $ 831 $ 712
Interest expense (income), net 11,420 11,509 47,039 5,951 4,890 1,061
Income taxes (74 ) 83 (3,789 ) 2,658 — 2,658
Depreciation and amortization 8,483 6,569 27,128 11,876 2,301 9,575

EBITDA 19,656 17,935 71,453 22,028 8,022 14,006
Purchase accounting adjustments(1) (67 ) 1,141 3,017 616 616 —
Merger costs — — — 36,912 — 36,912
Capital-based taxes 413 — 1,841 — — —
Unusual or non-recurring charges(2) (55 ) 65 1,485 (979 ) (242 ) (737 )
Acquired EBITDA and cost savings(3) 135 632 1,147 14,893 85 14,808
Stock-based compensation 813 — 3,871 — — —
Other(4) 490 250 1,184 107 107 —

Consolidated EBITDA $ 21,385 $ 20,023 $ 83,998 $ 73,577 $ 8,588 $ 64,989



										Nine months ended
	Year ended December 31,									September 30,

(In thousands)	2008			2007			2006			2009			2008


Net income	$	18,801		$	6,575		$	1,075		$	12,996		$	12,332
Interest expense, net		41,130			44,524			47,039			27,791			31,132
Income tax provision (benefit)		7,146			(458	)		(3,789	)		5,928			5,491
Depreciation and amortization		35,038			35,047			27,128			26,707			26,292


EBITDA		102,115			85,688			71,453			73,422			75,247
Purchase accounting adjustments¹		(289	)		(296	)		3,017			(163	)		(224	)
Capital-based taxes		1,212			1,721			1,841			672			880
Unusual or non-recurring charges²		1,480			(1,718	)		1,485			1,683			2,502
Acquired EBITDA and cost savings³		2,379			135			1,147			2,025			—
Stock-based compensation		7,323			10,979			3,871			4,363			5,405
Other⁴		1,346			2,158			1,184			977			1,044


Consolidated EBITDA, as defined	$	115,566		$	98,667		$	83,998		$	82,979		$	84,854


(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 transaction gains and losses, ~~gains~~expenses related to our prior proposed public offering, severance expenses associated with workforce reduction, equity earning and losses on ~~the sales of marketable securities,~~investments, proceeds and payments from 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 March~~ending December 31, ~~2007 limited~~2009 limits expenditures to ~~$10~~$17.5 million. Actual capital expenditures through ~~March 31, 2007~~September 30, 2009 were ~~$2.2~~$1.2 million. Our covenant requirements for total leverage ratio and minimum interest coverage ratio and the actual ratios for the 12twelve months ended ~~March 31, 2007~~September 30, 2009 are as follows:

Covenant
Actual
Requirements Ratios

Maximum consolidated total leverage to Consolidated EBITDA Ratio 6.75 x 5.26 x
Minimum Consolidated EBITDA to consolidated net interest coverage ratio 1.50 x 1.94 x



	Covenant	Actual
	requirements	ratios


Maximum consolidated total leverage to Consolidated EBITDA Ratio	5.50x	3.30x
Minimum Consolidated EBITDA to consolidated net interest coverage ratio	2.00x	3.18x

Recent ~~Accounting Pronouncement~~accounting pronouncements

In June ~~2006,~~2009, the Financial Accounting Standards Board (“FASB”) issued “The FASB ~~issued FIN 48, “Accounting~~Accounting Standards Codification (Codification) and the Hierarchy of GAAP”, which establishes the Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SEC rules and interpretive releases are also sources of authoritative

GAAP for ~~Uncertainty in Income Taxes”, an interpretation~~SEC registrants. The Codification modifies the GAAP hierarchy to include only two levels of FAS 109, “Accounting for Income Taxes”, to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interestGAAP: authoritative and ~~penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006.~~nonauthoritative. We adopted ~~FIN 48~~the Codification effective with this filing and, as it is not intended to change or alter existing GAAP, it did not impact our results of ~~January 1, 2007, as required.~~operations, cash flows or financial position.

In ~~September 2006,~~May 2009, the FASB issued ~~SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines~~new accounting guidance related to the accounting and disclosures of subsequent events. This guidance establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted this guidance upon its issuance and such adoption did not have a material impact on our condensed consolidated financial statements.

In April 2009, the FASB issued new accounting guidance related to interim disclosures about the fair ~~value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands~~values of financial instruments, which requires disclosures about fair value ~~measurements. This standard does~~of financial instruments not ~~require any new~~measured on the balance sheet at fair value ~~measurements. SFAS 157 is effective for~~in interim financial statements ~~issued~~as well as in annual financial statements. Prior to this, fair values for ~~fiscal years beginning after November 15, 2007,~~these assets and ~~interim periods within those fiscal years.~~liabilities were only disclosed annually. This new accounting guidance requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. We doadopted this guidance upon its issuance and such adoption did not ~~expect that the adoption of SFAS 157 will~~ have a ~~significant~~material impact on our condensed consolidated financial ~~position and results of operations.~~statements.

Quantitative and ~~Qualitative Disclosures About Market Risk~~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 ~~March 31, 2007,~~September 30, 2009, excluding capital leases, we had total debt of ~~$463.3~~$402.3 million, including ~~$258.3~~$197.3 million of variable interest rate debt. We have entered into ~~three~~an interest rate swap ~~agreements which fixed the interest rates for $201.1 million of our variable rate debt. Two of our swap agreements are denominated in U.S. dollars and have~~agreement having a notional ~~values~~value 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 has a notional value equivalent to approximately $51.1 million U.S. dollars. The Canadian swapthat effectively fixes our interest rate at ~~6.679%~~6.78% and expires in December ~~2008.~~2010. During the period when ~~all three of our~~this swap ~~agreements are~~agreement is effective, a 1% change in interest rates would result in a change in interest expense of approximately ~~$0.6~~$1.0 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 ~~$1.6 million and $2.6~~$2.0 million per ~~year, respectively.~~year.

At ~~March 31, 2007, $52.3~~September 30, 2009, $41.3 million of our debt was denominated in Canadian dollars. We expect that our ~~foreign denominated~~Canadian dollar-denominated debt will be serviced through operating cash flows from our ~~local~~Canadian operations.

During ~~2006,~~2008, approximately ~~40%~~39% of our revenues ~~was~~were 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 effect thereof 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.

5170

~~BUSINESS~~Business

Overview

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 isare managed and hosted at our facilities, and specialized software products, which are deployed at our clients’ 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.~~accounting. 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~~software enabled services and the eight vertical markets that we serve.

Treasury,

Real

Alternative

~~Estate~~banks &

~~Alternative~~

~~Corporate~~

Institutional

Insurance &

Municipal

~~Leasing/~~estate

~~Selected~~

~~Investment~~

~~Treasury~~investment

Financial

~~Assets~~credit

~~Pension~~asset

pension

Commercial

~~Finance~~finance

~~Property~~property

~~Functionality~~

Selected functionality

~~Managers~~managers

~~Groups~~markets

~~Institutions~~unions

~~Managers~~managers

~~Funds~~funds

~~Lenders~~lenders

~~Groups~~groups

~~Managers~~managers

Portfolio Management/Accounting

Trading/Treasury Operations

Financial Modeling

~~SS&C~~ Fund Administration Services

Loan Management/Accounting

Money Market Processing

Property Management

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~~and by selling maintenance services. Maintenance services are generally provided under 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.

revenues, ~~increased as a percentage~~represented 82% of total revenues ~~from 52%~~ in the year ended December 31, ~~2000 to 79% in the year ended December 31, 2006.~~2008. 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 ~~consistent~~ organic growth and acquisitions, we generated revenues of $280.0 million for the year ended December 31, 2008 as compared to revenues of $205.5 million for the year ended December 31, ~~2006 as compared to revenues of $95.9 million for the year ended December 31, 2004.~~2006. We generated ~~77%~~76% of our revenues in ~~2006~~2008 from clients in North America and ~~23%~~24% from clients outside North America. Our revenues are highly diversified, with our largest client in ~~2006~~2008 accounting for ~~5.5%~~less than 5% of our revenues.

~~Since 2005,~~ Additional financial information, including geographic information, is available in 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 integratedconsolidated financial statements, including 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.notes thereto.

Our ~~Industry~~industry

We serve a number of vertical markets within the financial services industry, including alternative investment funds, investment management firms, insurance companies, banks and brokerage firms. The recent economic crisis has negatively affected each of these markets and contributed to a significant decline in asset value. In particular, alternative investment funds, such as hedge funds, experienced increased redemption requests and money managers experienced a shift from equities to money market funds, treasuries and other liquid investments. These factors all contribute to reducing revenues among the financial services firms, which, in turn, affects their access to credit, spending ability and, in some cases, their long-term viability.

Many of these recent issues highlight the need for effective risk assessment tools, improved reporting systems, accurate accounting and compliance systems and overall management of middle- and back-office operations. These challenges provide us opportunities as industry participants seek to respond efficiently and effectively to increased regulation and investor demand for transparency, and to enhance their competitive position in a challenging environment.

Opportunities

The ~~financial services~~current market turmoil that the industry is experiencing is amidst a ~~large, dynamic market and comprises a variety~~decade 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 2006 Gartner report, worldwide financial services industry spending on IT services and software is forecasted to grow from $163.5 billion in 2005 to $230.9 billion in 2010, representing a 7.2% compound annual growth rate. Additionally, worldwide financial services spending on outsourced process management is expected to grow from $26.5 billion in 2005 to $40.7 billion in 2010, representing an 8.9% compound annual growth rate. We expect our growth to continue due to a number of factors related tochange for the financial services industry as a whole where trading volumes have risen, the complexity of instruments has expanded, regulatory pressure has intensified and ~~evolving challenges faced by industry participants, including:~~automation has evolved in the capital markets.

~~Rapidly~~Asset Classes and Securities Products Growing ~~Worldwide Financial Services Industry.~~ ~~As both transaction volumes~~in Volume and Complexity. Investment professionals must increasingly track and invest in numerous types of asset classes far more complex than traditional equity and debt instruments. These assets ~~under~~require more sophisticated systems to automate functions such as trading and modeling, portfolio management, accounting, performance measurement, reconciliation, reporting, processing and clearing. Manual tracking of orders and other transactions is not effective for these assets. In addition, as the business knowledge requirements increase, firms see increasing value in outsourcing the management of these assets to firms such as SS&C who offer software-enabled services.

Increasing Regulatory Requirements and Investor Demand for Transparency. Recent market and economic conditions have led to new legislation and numerous proposals for changes in the regulation of the financial services industry, including significant additional legislation and regulation in the United States. Several high-profile scandals have also led to increased investor demand for transparency. The financial services industry must meet these complicated and burdensome requirements, and many have struggled to do so. In addition, as the financial services industry continues to grow in complexity, we anticipate regulatory oversight will continue to impose new demands on financial services providers. The expectation is that hedge funds may start to experience similar regulatory pressures. In addition, financial services providers ~~require more advanced solutions~~continue to ~~automate complex business processes~~face increasing regulatory oversight from domestic organizations such as the Financial Industry Regulatory Authority, U.S. Treasury Department, Securities and manage their information processing requirements. For example, according to a 2006 Boston Consulting Group report, the value of professionally managed assets grew by approximately 15% globally to $49.1 trillion in 2005, with the United States accounting for $22 trillion of that amount. The average daily trading volume on theExchange Commission, New York Stock Exchange, ~~increased from 1.04 billion shares in 2000 to 2.00 billion shares in the first quarter~~National Association of ~~2007. Additionally, alternative investment vehicles~~Insurance Commissioners and U.S. Department of Labor as well as foreign regulatory bodies such as ~~hedge funds~~the Office of Supervision of Financial Institutions in Ottawa, Canada, Financial Services Association in London, England and ~~private equity funds have experienced rapid growth. According to a 2007 report~~Ministry of ~~Hedge Fund Research, Inc., the total assets under hedge fund management have increased from $490.6 billion~~Finance in 2000 to $1.5 trillion in 2006, representing a compound annual growth rate of 20%. To keep pace with the rapid growth 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.Tokyo, Japan.

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 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 frombest-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 seekend-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 recent PricewaterhouseCoopers 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 National Association of Securities Dealers, 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, manage operational enterprise risk, 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.~~processes.

Our ~~Competitive Strengths~~competitive strengths

We believe that our ~~leading market~~ 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 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~~Capability Through Software Ownership. We use our proprietary software products and infrastructure to provide our software-enabled services, strengthening our overall operating ~~margins.~~margins and providing a competitive advantage. 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.

Broad Portfolio of Products and Services Focused on Financial Services Organizations. Our broad portfolio of over 60 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 verticals of the financial services software and services market 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.

Independent Fund Administration Services. The third-party service providers that participate in the alternative investment market include auditors, fund administrators, attorneys, custodians and prime brokers. Each provider performs a valuable function with the intention of providing transparency of the fund’s assets and the valuation of those assets. Conflicts of interest may arise when the above parties attempt to provide more than one of these services. The industry is increasingly becoming aware of these conflicts and seeking independent fund administrators such as SS&C.

Highly Attractive Operating Model. We believe we have ana highly 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 ~~79%~~82% of total revenues for the year ended December 31, ~~2006,~~2008, 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~~We currently deliver over ~~300,000~~375,000 electronic newsletters to industry participants ~~worldwide.~~worldwide approximately every two weeks. TheseeBriefingsare 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 inday-to-day investment, finance and fund administration activities enable us to create informative and timely articles that are the basis of oureBriefings.

Deep Domain Knowledge and Extensive Industry Experience. As of ~~March 31, 2007,~~September 30, 2009, we had ~~781~~964 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 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.~~operations. 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~~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 ~~$107.7~~$165.6 million for the year ended December 31, ~~2006,~~2008, representing a compound annual growth rate of ~~87%~~52%.

Expand Our Client Base. Our client base of more than ~~4,000~~4,500 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 only for a ~~minority~~portion 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. 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, expand our intellectual property portfolio, add new clients and supplement our internal development ~~efforts and accelerate our expected growth.~~efforts. 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~~reasonable 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 2327 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.~~clients. 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 ~~2006,~~2008, we generated ~~23%~~24% of our revenues from clients outside North America. We are building our international ~~sales~~ operations in order to increase our sales outside North America. We ~~believe that the hiring of more sales personnel will lead~~plan to ~~increased~~continue to expand our international ~~sales.~~market presence by leveraging our existing software products and software-enabled services. For example, we believe that the rapidly growing alternative investment management market in Europe presents a compelling growth opportunity. We plan to expand our European 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~~acquisitions

~~Since 1995, we have acquired over 20 businesses within~~We intend to continue to employ a highly disciplined and focused acquisition strategy to broaden and enhance our ~~industry. We generally seek to acquire companies that satisfy~~product and service offerings, add new clients and supplement 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.~~

internal development efforts. 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.

~~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.

~~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

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 has 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~~We believe that our acquisitions have ~~resulted in a~~been an extension of our

research and development effort and have enabled us to purchase proven products and remove the uncertainties sometimes associated with software development projects.

Since 1995, we have acquired 27 businesses within our industry. To date, our acquisitions have contributed marketable ~~product~~products or ~~service~~services that ~~has~~have added to our revenues. We ~~also~~believe that we have generally been able to improve the operating performance and profitability of ~~the~~our 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~~many cases, we have also been able to increase revenues generated by acquired products and services by leveraging our existing products and services, larger sales capabilities and client base.

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;

•	possess proven technology and an established client base that will provide a source of ongoing revenue and to whom we may be able to sell existing products and services;

•	expand our intellectual property portfolio to complement our business;

•	address a highly specialized problem or a market niche in the financial services industry;

•	expand our global reach into strategic geographic markets; and

•	have solutions that lend themselves to being delivered as software-enabled services.

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 disciplined acquisition criteria.

The following table provides a list of acquisitions we have made since 1995.



Acquisition
date	Acquired business	Contract purchase price*	Acquired capabilities, products and services


March 1995	Chalke	$10,000,000	Expanded insurance footprint with PTS actuarial product
November 1997	Mabel Systems	$850,000 and 109,224 shares	Entered Benelux market with investment accounting product
December 1997	Shepro Braun Systems	1,500,000 shares	Entered hedge fund and family office markets with Total Return product
March 1998	Quantra	$2,269,800 and 819,028 shares	Entered the real estate property management market with SKYLINE product
April 1998	The Savid Group	$821,500	Expanded debt and derivative product offerings
March 1999	HedgeWare	1,028,524 shares	Expanded product offerings for the hedge fund and family office markets



Acquisition
date	Acquired business	Contract purchase price*	Acquired capabilities, products and services


March 1999	Brookside	41,400 shares	Expanded our consulting services capabilities
November 2001	Digital Visions	$1,350,000	Entered financial institutions market with BANC Mall, PALMS and PortPro products
January 2002	Real-Time USA	$4,000,000	Expanded financial institutions offering with Lightning and Real-Time products
November 2002	DBC	$4,500,000	Added municipal finance structuring products for underwriters, investment banks, municipal issuers and financial advisors
December 2003	Amicorp Fund Services	$1,800,000	Entered offshore fund administration services market
January 2004	Investment Advisory Network	$3,000,000	Expanded wealth management capabilities with Compass and Portfolio Manager products
February 2004	NeoVision Hypersystems	$1,600,000	Added data visualization dashboard capabilities with Heatmaps product
April 2004	OMR Systems	$19,671,000	Added integrated, global product offering for financial institutions and hedge funds with TradeThru product
February 2005	Achievement Technologies	$470,000	Enhanced real estate property management offering with SamTrak facilities management product
February 2005	Eisnerfast	$25,300,000	Expanded fund administration services to the hedge fund and private equity markets
April 2005	Financial Models Company	$159,000,000	Expanded front-, middle- and back-office products and services to the investment management industry including Pacer, Pages, Recon and Sylvan products
June 2005	Financial Interactive	358,424 shares and warrants to purchase 50,000 shares	Expanded alternative investment fund offerings with FundRunner CRM product



Acquisition
date	Acquired business	Contract purchase price*	Acquired capabilities, products and services


August 2005	MarginMan	$5,600,000	Expanded depth in foreign currency exchange market with MarginMan product
October 2005	Open Information Systems	$24,000,000	Entered money market, custody and security lending market with Global Debt Manager, Information Manager and Money Market Manager products
March 2006	Cogent Management	$12,250,000	Expanded fund administration services to hedge fund and private equity markets
August 2006	Zoologic	$3,000,000	Added education and training courseware offerings for financial institutions
March 2007	Northport	$5,000,000	Expanded fund administration services to private equity market
October 2008	Micro Design Services	$17,200,000	Expanded real-time, mission-critical order routing and execution services with ACA, BlockTalk and MarketLook products
March 2009	Evare	$3,514,500	Expanded institutional middle- and back-office outsourcing services with financial data acquisition, transformation and delivery services
May 2009	MAXIMIS	$7,700,000	Expanded institutional footprint and provided new cross-selling opportunities
November 2009	TheNextRound	$21,000,000	Expanded private equity client base with TNR Solution product


*	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.

Products and ~~Services~~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 5060 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~~users	Vertical ~~Markets Served~~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~~
Altair	Asset managers	Financial ~~institutions~~ markets
CAMRA	Fund administrators	Institutional asset managers
Debt & Derivatives	Investment advisors	Insurance ~~and~~& pension funds
FundRunnerMarathon	Auditors	Treasury, banks & credit unions
GlobalWealth Platform	Alternative investment managers
Lightning	Broker/dealers
MAXIMIS
Pacer
Pages
PALMS
PortPro
Recon
Suite for Australia
Sylvan
TNR Solution
Total Return

*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~~
BlockTalk	Financial institutions	Financial markets
BlockTalk Plus	Risk managers	Institutional asset managers
MarginMan	Foreign exchange traders	Insurance ~~and~~& pension funds
MarketLook Information System	Asset managers	Treasury, banks & credit unions
TradeDesk	Brokers/dealers	Corporate treasuries
TradeThru	Financial exchanges

*Financial Modeling*
DBC	CEO/CFOs	Insurance & pension funds
PTS	Risk managers	Municipal finance groups
	Actuarial professionals	Treasury, banks & credit unions
	Bank asset/liability managers
	Investment bankers
	State/local treasury staff
	Financial advisors

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Products	Typical ~~Users~~users	Vertical ~~Markets Served~~markets served
*~~Financial Modeling~~Loan Management/Accounting*
~~AnalyticsExpress~~ ~~DBC (family of products)~~ ~~Finesse HD~~ ~~PTS~~LMS Loan Suite	~~CEO/CFOs~~ ~~Risk managers~~ ~~Actuarial professionals~~ ~~Bank asset/liability managers Investment bankers~~ ~~State/local treasury staff~~ ~~Financial advisors~~Mortgage originators	Commercial lenders
LMS Originator	Commercial lenders	Insurance ~~and~~& pension funds ~~Financial institutions~~ ~~Municipal finance groups~~
LMS Servicer	Mortgage loan servicers	Treasury, banks & credit unions
The BANC Mall	Mortgage loan portfolio managers
	Real estate investment managers
	Bank/credit union loan officers

*~~Loan Management/Accounting~~Property Management*
~~LMS Loan Suite~~ ~~LMS Originator~~ ~~LMS Servicer~~ ~~The BANC Mall~~SKYLINE	~~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~~Real estate leasing/property
	Real estate leasing agents	managers
	Real estate property managers
	Facility managers

*~~Property Management~~Money Market Processing*
~~SKYLINE (family of products)~~ ~~SamTrak~~Information Manager	~~Real estate investment managers~~ ~~Real estate leasing agents~~ ~~Real estate property managers~~ ~~Facility~~Financial Institutions	Treasury, banks & credit unions
Money Market Manager	Custodians
Global Debt Manager	Security lenders
	Cash managers	~~Real estate leasing/property managers~~

*~~Money Market Processing~~Training*
~~Information Manager~~ ~~Money Market Manager~~	~~Financial institutions~~ ~~Custodians~~ ~~Security lenders~~ ~~Cash managers~~	~~Financial institutions~~

*~~Training~~*
Zoologic Learning Solutions	Financial institutions	All verticals
	Asset managers
	Hedge fund managers
	Investment bankers	~~All verticals~~



Services	Typical users	Vertical markets served

Advanced Component	Portfolio managers	Alternative investment managers
Architecture	Asset managers	Financial markets
Custom Mobility	Financial exchanges	Institutional asset managers
Evare	Fund administrators	Insurance & pension funds
SS&C Direct	Investment advisors	Treasury, banks & credit unions
SS&C Fund Services	Alternative investment managers
SSCNet	Securities traders
SVC	Broker/dealers

Portfolio ~~Management/Accounting~~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~~multicurrency 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~~license Altair primarily to European asset managers, stock brokers, custodians, banks, pension funds and insurance

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 ofday-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. FundRunnerMarathon HF gives hedge fund managers ~~every tool~~the tools necessary for investor communication and reporting in a clear and simple package any user can easily adopt out of the box.

GlobalWealth Platform. A web-based service, GlobalWealth Platform combines our core asset management product functions with an innovative, easy-to-use interface. Global Wealth Platform provides an integrated suite with key components — modeling, trading, portfolio accounting, client communications and other mission critical workflows — as an on-demand, software-enabled service.

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.

MAXIMIS. MAXIMIS is a real-time intranet-enabled portfolio management solution for insurance companies, pension funds and institutional asset managers. Its key product functions include portfolio analysis, investment management, trade processing, cash processing, multi-currency accounting, regulatory reporting, operations and analysis and management reporting.

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 orface-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.

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.~~Suite for Australia. ~~SS&C Wealth Management~~Suite for Australia is a ~~web services platform that delivers core~~web-based portfolio management solution for investment managers, managed account ~~management services to wealth management professionals. Services include investor prospecting, account aggregation~~providers, wholesale fund managers, and ~~reconciliation, account management, tax lot accounting, performance measurement, fee processing and reporting. Services can be customized to meet~~private client administrators in the ~~specific needs of registered investment advisors, broker-dealers or financial institutions.~~Australian market.

~~Suite Front Office.~~TNR Solution. 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~~TNR Solution is a ~~performance measurement, attribution~~software product for private equity, hedge funds, funds of hedge funds and ~~composite~~family offices. Built around Microsoft’s .NET platform, the product gives end users the flexibility to manage all aspects of their operations from contact management, ~~platform designed to streamline the calculation~~fund raising, investor relations, fund, portfolio and ~~reporting of performance measurement requirements of clients. It provides an enterprise-wide performance solution with data sourced from multiple accounting engines~~deal management, general ledger and ~~is highly scaleable, supporting the high volumes of detailed analysis requirements of institutional investment managers.~~reporting.

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~~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.~~BlockTalk. ~~Heatmaps~~BlockTalk is a ~~data visualization technology~~broadcast messaging platform that ~~uses color, sound, animation~~enables floor brokers to send liquidity alerts for any New York Stock Exchange-listed security to the floor community.

BlockTalkPlus. BlockTalkPlusis a subscription-based distribution platform enabling sponsored “off-floor” trading desks and ~~pattern~~their clients to ~~integrate vast amounts~~receive liquidity alerts directly from the trading floor 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.the New York Stock Exchange.

MarginMan. MarginMan delivers collateralized trading software to the foreign exchange ~~(FX)~~ marketplace. MarginMan supports collateralized FXforeign exchange trading, precious metals trading andover-the-counter FX foreign exchange options trading.

MarketLook Information System (MLIS). MLIS allows traders anywhere in the world access to market color and size directly from traders on the trading floor of the New York Stock Exchange.

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

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~~backoffice 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 andend-of-day runs.

Financial ~~Modeling~~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~~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

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 afee-for-service basis to access more than a dozen data providers.

Property ~~Management~~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~~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.

Global Debt Manager. Global Debt Manager is a robust browser based application for corporate and municipal bond accounting. Fully integrated with Money Market Manager (M3), Debt Manager offers processing for conventional and structured debt within a secure and flexible platform.

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, offeringmix-and-match courses easily configured into curriculums that meet our clients’ needs. It includes instructor-led training, web-based courseware and program design.

Services

Advanced Component Architecture (ACA). ACA is a robust set of service capabilities to develop customized trading and support solutions for exchanges, brokerages and financial institutions. With the core technology components of ACA, clients can significantly reduce the traditional system delivery process.

Custom Mobility. Custom Mobility provides expertise in designing and developing mobility solutions for the financial markets. We believe that our understanding of the power of mobile/wireless technology, coupled with a deep understanding of the financial markets, has permitted us to offer services tailored to this growing portion of the market.

Evare. Evare is a leader in financial data acquisition, transformation and delivery services. Global Managed Services connect you to your clients and counterparties using each firm’s preferred method of connectivity, custom data formats, and industry standards. All parties utilize their existing systems and protocols without having to upgrade or install software.

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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. Since 1997, SS&C Direct has offered ASP, business process outsourcing (BPO) and blended outsourcing services to institutional asset managers, insurance companies, hedge funds, and financial institutions.

The SS&C Direct service includes:


•	full BPO investment accounting and investment operations services,
	•	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~~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, ~~2006,~~2008, revenues from software-enabled services represented ~~52.4%~~59.1% 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.~~licenses. In connection with these contracts we provide maintenance. Maintenance contracts on our core enterprise software products, which typically incorporate annual pricing increases,

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, ~~2006,~~2008, license and maintenance revenues represented ~~11.2%~~8.9% and ~~26.9%~~23.3% of total revenues, respectively.

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~~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, ~~2006,~~2008, revenues from professional services represented ~~9.5%~~8.7% of total revenues.

Product ~~Support~~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 serviceseBriefings, 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~~4,500 clients globally in eight vertical markets inwithin 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, brokers/dealers, financial exchanges, 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, ~~2006,~~2008, our top 10 clients represented approximately 21% of revenues, with no single client accounting for more than ~~5.5%~~5% of revenues.

Sales and ~~Marketing~~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

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 serviceseBriefingstargeted 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 moreup-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~~development and ~~Engineering~~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~~bestpractice 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, ~~2004, 2005~~2006, 2007 and ~~2006~~2008 were ~~$14.0~~$23.6 million, ~~$21.3~~$26.3 million and ~~$23.6~~$26.8 million, respectively. In addition, we have made significant investments in intellectual property through our acquisitions.

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.~~participants, although high conversion costs can create barriers to adoption of new products or technologies. The market is ~~also highly~~ fragmented and served by ~~numerous~~both large-scale players with broad offerings as well as firms that target only local markets or specific ~~client types.~~types of clients. We also face competition from information systems developed and serviced internally by the IT departments of large financial services firms. ~~The major~~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, technical, distribution 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.

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 Citi Alternative Investment Services. 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 ~~primary markets include:~~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.


	•	~~Insurance Entities and Pension Funds:~~ BlackRock, Bloomberg, Charles River, DFA Capital Management, Eagle Investment Systems (subsidiary of Mellon Financial), Princeton Financial Systems (subsidiary of State Street Bank), SunGard and Tillinghast.

	•	~~Institutional Asset Managers:~~ ~~Advent Software, Bloomberg, Charles River, DST International, Eagle Investment Systems, Macgregor, StatPro, SunGard and Thomson Financial.~~

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Asset Management: In our asset management market, we compete with a variety of other vendors depending on client 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, BNY Mellon Financial (Eagle Investment Systems) and Advent Software, to smaller providers of specialized applications and technologies such as StatPro, Charles River Development and others. We also compete with internal processing and information technology departments of our clients and prospective clients. 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.


	•	~~Alternative Investment Managers:~~ ~~Advent Software, Bank of New York, BISYS Hedge Fund Services, Citco, Eze Castle (a subsidiary of BNY ConvergEx Group), GlobeOps, Netage Solutions, PFPC, State Street Bank and Whittaker Garnier.~~

	•	~~Financial Institutions:~~ ~~Calypso, Murex, SunGard, Thomson Financial, TPG and Wall Street Systems.~~

	•	~~Commercial Lenders:~~ ~~McCracken (subsidiary of GMAC), Midland Loan Services (subsidiary of PNC Financial Services) and Princeton Financial Systems.~~

	•	~~Real Estate Property Managers:~~ ~~Best Software, Intuit and Yardi.~~

	•	~~Municipal Finance Groups:~~ ~~Ferrand Consulting Group and Prescient Software.~~

	•	~~Corporate Treasury:~~ ~~SimCorp and SunGard.~~

Insurance and Pension Funds: In our insurance and pension funds market, we compete with a variety of vendors depending on clients 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 clients and prospective clients. 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 clients, 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 our real estate property management market, we compete onwith 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 Systems. The key competitive factors in marketing property management systems are the ~~basis of:~~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.


	•	~~consistent product performance,~~

	•	~~broad, demonstrated functionality,~~

	•	~~ease of use,~~

	•	~~scalability,~~

	•	~~integration capabilities,~~

	•	~~product and company reputation,~~

	•	~~client service and support, and~~

	•	~~price.~~

Treasury, Banks & Credit Unions: In our treasury, banks & credit unions 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 clients and prospective clients. The key competitive factors in marketing financial institution software and services include accuracy and timeliness of processed information provided to clients, 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. 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 our commercial lending market, we compete with a variety of other vendors depending on client 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.

Financial Markets: In our financial markets, our competition falls into two categories—the internal development organizations within financial enterprises and specialized financial technology vendors, such as SunGard, Fidessa and Cinnober. The key competitive factors in marketing financial markets technology solutions are a proven track record of delivering high quality solutions, level of responsiveness and overall net cost. Our strengths in this market are a successful track record of delivering solutions and our reputation with our clients. This is an extremely competitive environment which requires developing a strong customer relationship where we are viewed more as a partner than a vendor.

Proprietary ~~Rights~~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 confidentialityand/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 —~~ factors—Risks ~~Relating~~relating to ~~Our Business —~~ 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 ~~March 31, 2007,~~September 30, 2009, we had ~~960~~1,138 full-time employees, consisting of:


	•	~~188~~209 employees in research and development,

	•	~~503~~661 employees in consulting and services,

	•	7573 employees in sales and marketing,

	•	9094 employees in client support, and

	•	~~104~~101 employees in finance and administration.

As of ~~March 31, 2007, 345~~September 30, 2009, 360 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.

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; Dublin, Ireland; Amsterdam, the Netherlands; Kuala Lumpur, Malaysia; Tokyo, Japan; Curacao, the Netherlands Antilles; ~~Dublin, Ireland;~~ and Sydney, Australia. We believe that our facilities are in good condition and generally suitable to meet our needs for the foreseeable future; however, we will continue to seek additional space as needed to satisfy our growth.

Legal ~~Proceedings~~proceedings

In connection with the Acquisition, two purported class action lawsuits were filed against SS&C, each of its directors and, with respect to the first matter described below, SS&C Holdings, in the Court of Chancery of the State of Delaware, in and for New Castle County.

~~The first lawsuit is Paulena Partners, LLC v. SS&C Technologies, Inc., et al., C.A.No. 1525-N~~ ~~(filed July 28, 2005). The second lawsuit is Stephen Landen v. SS&C Technologies, Inc., et al., C.A.No. 1541-N~~ (filed August 3, 2005). Each complaint purports 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 allege, among other things, that (1) the merger will benefit SS&C’s management or Carlyle at the expense of its public stockholders, (2) the merger consideration to be paid to stockholders is inadequate or unfair and does not represent the best 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 seeks, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it is 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 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. 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 are currently in discovery. The court has set a trial date for July 2008. We believe that the claims are without merit and are defending them vigorously.

From time to time, we are subject to certain ~~other~~ 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~~Management

Executive ~~Officers~~officers and ~~Directors~~directors

The following table sets forth information regarding our executive officers and directors, including their ages as of ~~the date of this prospectus:~~September 30, 2009:



Name	Age		Position


William C. Stone		5254	Chairman of the Board and Chief Executive Officer
Normand A. Boulanger		4547	President, Chief Operating Officer and Director
Patrick J. Pedonti		5557	Senior Vice President and Chief Financial Officer
Stephen V.R. Whitman		6062	Senior Vice President, General Counsel and Secretary
~~William A. Etherington(1)(2)~~		65	~~Director~~
~~Allan M. Holt(1)~~		55	~~Director~~
~~Todd~~ Campbell (Cam) R. ~~Newnam(2)~~Dyer⁽¹⁾		36	Director
~~Claudius (Bud) E. Watts IV(1)~~ William A. Etherington⁽¹⁾⁽²⁾		4568	Director
Allan M. Holt⁽²⁾⁽³⁾		57	Director
Claudius (Bud) E. Watts IV^(1)(2)(3)		47	Director


(1)		Member of our ~~Compensation~~Audit Committee.

(2)		Member of our ~~Audit~~Compensation Committee.

(3)		Member of our Nominating Committee as of the closing of this offering.

William C. Stonefounded 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. Boulangerhas 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. Pedontihas 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. Whitmanhas 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.

Campbell (Cam) R. Dyerwas elected as one of our directors in May 2008. He currently serves as a Principal in the Technology Buyout Group of The Carlyle Group, which he joined in 2002. Prior to joining Carlyle, Mr. Dyer was an associate with the private equity firm William Blair Capital Partners (now Chicago Growth Partners), a consultant with Bain & Company and an investment banking analyst in the M&A Group of Bowles Hollowell Conner & Co. (now Wells Fargo Securities). He also serves on the boards of directors of Open Solutions Inc. and OpenLink Financial, Inc.

William A. Etheringtonwas 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 - after a 38-year career - from IBM in September 2001 as Senior Vice President and Group Executive, Sales and ~~Distribution. Mr. Etherington spent over 37 years with IBM~~Distribution and ~~was~~ a member of ~~IBM’s~~the Operations Committee and the Worldwide Management Council. HeAs a corporate director, he also serves on the boards of directors of Celestica Inc., MDS Inc. and ~~MDS Inc.~~Onex Corporation, and is the retired non-executive Chairman of the Board of the Canadian Imperial Bank of Commerce (CIBC).

Allan M. Holtwas elected as one of our directors in February 2006. He currently serves as a Managing Director and ~~Co-head~~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 ~~Landmark Aviation, MedPointe,~~Fairchild Imaging, Inc., ~~Standard Aero Holdings,~~HCR ManorCare, Inc., ~~The Neilsen Company~~HD Supply, Inc., Sequa Corp. 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 IVwas 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, ~~Firth Rixson, Ltd.,~~ Freescale Semiconductor, OpenLink Financial, Inc. and Open Solutions Inc.

Board of ~~Directors~~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~~relationships and ~~Related Transactions.~~related transactions.” The board of directors is being expanded to seven in connection with this offering. 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~~our board of directors will be divided into three classes with members of each class of directors serving for staggered three-year terms. ~~The~~Our board of directors will consist of two Class I directors ~~(currently Messrs. ),~~(Messrs. Boulanger and Dyer), two Class II directors ~~(currently Messrs. )~~(Mr. Etherington and ~~two~~an additional director to be designated upon the closing of this offering) and three Class III directors ~~(currently Messrs. ),~~(Messrs. Holt, Stone and Watts), whose initial terms will expire at the annual meetings of stockholders held in ~~2008, 2009~~2011, 2012 and ~~2010,~~2013, 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 ~~by-laws~~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 two-thirds of the votes that all our stockholders would be entitled to cast in an annual election of directors; provided that for so long as any of our stockholders has a contractual right with us to fill a specified vacancy in the board of directors, such specified vacancy shall be filled by the holders that have the contractual right to fill such specified vacancy by the affirmative vote of at least a majority of the votes that all such holders 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 other than Messrs. Stone and Boulanger are considered to be “independent” members of the board under applicable ~~rules of the NASDAQ Stock Market.~~stock exchange rules. Mr. Etherington is considered to be an “independent” member of the audit committee, and Messrs. ~~Newnam~~Dyer and Watts are not, under applicable ~~NASDAQ~~stock exchange and Securities and Exchange Commission rules.

Board ~~Committees~~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 ~~and corporate governance~~ 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~~Dyer and Watts currently serve on the audit ~~committee and our~~committee. Our board has determined that each of ~~these~~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 ~~party~~person transactions;

	•	~~meeting independently with our independent registered public accounting firm and management;~~ 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 an evaluation of our senior executives;~~

	•	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 ~~and Corporate Governance~~ Committee. Messrs. ~~currently~~Holt and Watts will serve on our nominating ~~and corporate governance committee.~~committee as of the closing of this offering. Our nominating ~~and corporate governance~~ committee’s responsibilities include:


	•	identifying individuals qualified to become members of our board of directors; and

	•	recommending to our board of directors the persons to be nominated for election as directors and to each of the board’s ~~committees;~~

	•	~~reviewing and making recommendations to our board of directors with respect to management succession planning;~~

	•	~~developing and recommending to the board of directors corporate governance principles and guidelines; and~~

	•	~~overseeing periodic evaluations of the board of directors.~~committees.

Code of ~~Business Conduct~~business conduct and ~~Ethics~~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 onForm 8-K.

Compensation ~~Committee Interlocks~~committee interlocks and insider participation

Messrs. Etherington, Holt and Watts served on our compensation committee during 2008. 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, ~~2006.~~2008.

Compensation ~~Discussion~~discussion and ~~Analysis~~analysis

On November 23, 2005, SS&C Holdings acquired SS&C through the merger of Sunshine Merger Corporation, a ~~merger transaction.~~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. As discussed below,

various aspects of our executive officer compensation were negotiated and determined in connection with ~~the Acquisition.~~this transaction.

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~~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. ~~Our compensation committee relies heavily on the recommendations~~Many of ~~our chief executive officer, and~~ the factors that affect compensation are subjective in nature and not tied to peer group analyses, surveys of compensation consultants or other statistical criteria. ~~The~~Each year our chief executive officer makes recommendations to the compensation committee ~~in consultation with the~~regarding compensation packages, including his own. In making these recommendations, our chief executive officer attempts to structure a compensation package based on years of experience in the ~~industry~~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 2008 executive officer compensation.

Components of ~~Our Executive Compensation Program~~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~~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 ~~2006,~~2008, 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. ~~We believe that the base salaries of our executive officers are reasonable and competitive with other companies of similar size and in the same industry as SS&C.~~ 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. Kevin Milne, our former Senior Vice President — International whose employment with us terminated as of October 31, 2006, was party to an employment agreement that provided for a base salary of £200,000 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 ~~2007,~~2008, the compensation committee, upon Mr. Stone’s recommendation, set the following base salaries for our executive officers in ~~2007:~~2008: Mr. Stone, ~~$600,000;~~$750,000; Mr. Boulanger, ~~$400,000;~~$450,000; Mr. Pedonti, ~~$225,000;~~$260,000; and Mr. Whitman, ~~$205,000.~~$225,000.

Discretionary ~~Annual Cash Bonus~~annual cash bonus

~~As part~~Annual cash bonuses to executive officers and other employees are discretionary. Annual cash bonuses are generally provided to employees regardless of the annual budgeting process each year, we set aside a “bonus pool” for our employees, including our executive officers. The bonus pool may ultimately change in size from the budgeted pool depending on whether we meet, exceed or fail to meet our budgeted results, but the amount available for bonuses to all employees, including the executive officers, will depend upon our financial results. The ~~discretionary~~ annual cash bonuses are intended to compensate for ~~the achievement of~~ strategic, operational and financial ~~performance~~successes of the company as a whole, ~~or of particular business units,~~ as well as individual performance and growth potential. The annual cash bonuses are

100

discretionary ~~in nature~~ and not tied to the achievement of specific results or pre-established financial ~~metrics. The~~metrics or performance goals. No formula exists for determining the amount of bonuses for employees or executive officers.

Our chief executive officer ~~proposes~~proposed 2008 executive bonus allocations, including his own proposed bonus, to the compensation committee in February 2009. The compensation committee, which has ultimate approval ~~authority.~~authority, considered our chief executive officer’s recommendations and made a final decision with respect to 2008 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 2008 bonuses, Mr. Stone considered, among other things, an executive’s (including his own) work in managing the business, establishing internal controls, mentoring staff, integrating acquisitions, reducing costs, responding to market conditions and maintaining our profitability. Mr. Stone is entitled to a minimum annual bonus of at least $450,000 pursuant to his employment agreement. Mr. ~~Milne’s employment agreement provided him with an opportunity to earn an annual cash~~Stone’s $1,500,000 bonus ~~of up to 50% of his annual base salary, based on certain metrics relating to~~for 2008 was recommended by Mr. ~~Milne’s performance~~Stone and ~~SS&C’s financial performance and at~~approved, after due consideration, by the ~~discretion~~compensation committee. The committee’s approval of Mr. ~~Stone. We awarded no~~Stone’s bonus took into account our outstanding revenue growth and profitability during the first three quarters of 2008, the acquisition of MDS at an excellent price and its successful integration into our business, management’s quick action to ~~Mr. Milne~~reduce costs when the market environment deteriorated and our exceptional profitability during a difficult market period.

The amount of money available for ~~his 2006 services because we provided him with~~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 ~~severance package.~~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~~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 1,314,567 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 2008 because it had made substantial option awards in 2006, as described below.

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During August 2006, we awarded our executive officers long-term incentive compensation in the form of option grants to purchase an aggregate of 412,646 shares of our common stock. Our board of directors awarded the following types of options to ~~its~~our executive officers:


	•	40% of the options are “time-based” options that ~~vest~~vested 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;~~defined in the stock option agreement (the consummation of this offering will not constitute a liquidity event under such definition);

	•	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 ~~equals, exceeds or~~ falls ~~short by~~within the targeted EBITDA range for such year. If our EBITDA for a ~~certain percentage~~particular year is at the low end of the targeted EBITDA ~~target~~range, 50% of the performance-based option for ~~such year.~~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. 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 ~~Mr. Stone and~~ investment funds ~~associated~~affiliated with ~~Carlyle, which we refer to collectively as our “principal stockholders”;~~Carlyle; and

	•	20% of the options are “superior” options, ~~that~~which currently vest ~~(in whole or in part) only~~ upon aspecified liquidity ~~event if proceeds from the liquidity event equal or exceed specified returns on investments in SS&C Holdings made by our principal stockholders.~~events.

The exercise price per share for the options awarded in August 2006 is $74.50, 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 ~~performance-based~~ and ~~superior~~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 ~~targets~~range contained in the performance-based options ~~were~~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 ~~that would have vested if SS&C had met its EBITDA target~~ for fiscal year 2006 set forth in the employees’ stock option agreements; (2) the vesting, conditioned upon ~~SS&C’s meeting its~~our achieving 2007 EBITDA ~~target~~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 ~~SS&C’s~~our EBITDA ~~target~~range for fiscal year 2007 set forth in the employees’ stock option agreements. ~~We intend~~Our board of directors decided that a

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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 ~~assess~~2005; (2) work done in 2006 had created significant positive momentum in the ~~possibility~~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 ~~attaining~~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, 86.74% of the remaining 50% of the 2006 tranche and 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. Our 2008 EBITDA fell within the revised ~~2007~~ EBITDA ~~targets at the end~~range for fiscal year 2008. Accordingly, as of December 31, 2008, 96.294% of the ~~second quarter~~remaining 2006 and 2007 tranches and of the 2008 tranche of performance options vested. In recognition of our performance in a difficult market period, in February 2009, our board approved the vesting of the 2006, 2007 and ~~are unable to determine at this time~~2008 performance-based options that did not otherwise vest during 2008. Our board of directors has established the ~~likelihood~~2009 EBITDA range, and we believe that 2009 EBITDA will fall within that range.

In February 2009, our board of ~~meeting~~directors approved the ~~targets.~~immediate vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2006, 2007 or 2008 and established our annual EBITDA target range for 2009.

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~~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. ~~In the fourth quarter of 2006, we negotiated a compromise agreement with Mr. Milne that provided Mr. Milne with certain severance benefits as part of the termination of his employment with us.~~ We provide more detailed information about ~~the~~Mr. Stone’s benefits ~~to Messrs. Stone and Milne,~~ along with estimates of their value under various circumstances, under the captions “Employment and ~~Related Agreements”~~related agreements” and “Potential ~~Payments Upon Termination~~payments upon termination or ~~Change~~change of ~~Control”~~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 and

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superior options vest in whole or in part if proceeds from the liquidity event equal or exceed specified returns on investments in ~~SS&C Holdings~~us made by ~~our principal stockholders.~~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 ~~all of our principal stockholders~~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 ~~of the principal stockholders~~such Carlyle funds and any affiliates is, in the aggregate, less than 50% of the total number of equity securities (as adjusted) held, directly or indirectly, by ~~all~~such Carlyle funds immediately following the consummation of ~~the principal stockholders as of November 23, 2005;~~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 ~~principal stockholders~~Carlyle funds or their affiliates.

~~In addition,~~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~~payments upon termination or ~~Change~~change of ~~Control”~~control” below for estimates of the value our executive officers would receive in the event of a liquidity event.

Accounting and ~~Tax Implications~~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, or the Exchange Act, by reason of being among the four ~~other~~ most highly ~~compensated~~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~~may 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.

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Summary ~~Compensation Table~~compensation table

The following table contains information with respect to the compensation for the fiscal ~~year~~years ended December 31, 2008, 2007 and 2006 of our executive officers, including our chief executive officer (principal executive officer), and chief financial officer (principal financial officer)~~, two other executive officers and one former executive officer, who were the most highly compensated executive officers in 2006.~~. We refer to these ~~five~~four executive officers, who are our only executive officers, as our named executive officers.

Name and
Stock
Option
All Other

Principal Position
Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Total($)

William C. Stone,
Chief Executive Officer 2006 $ 500,000 $ 895,000 — $ 597,582 $ 3,224 (2) $ 1,995,806
Normand A. Boulanger,
Chief Operating Officer 2006 350,000 440,000 — 448,188 3,264 (3) 1,241,452
Patrick J. Pedonti,
Chief Financial Officer 2006 200,000 165,000 — 224,094 3,160 (4) 592,254
Stephen V.R. Whitman,
General Counsel 2006 190,000 100,000 — 119,515 3,264 (5) 412,779
Kevin Milne,
Senior Vice President — International(6) 2006 317,867 — — — 148,765 (7) 466,632



Name and							Option		All other
principal position	Year		Salary($)		Bonus($)		awards($)¹		compensation($)			Total($)


William C. Stone		2008	$	737,500	$	1,500,000	$	1,296,624	$	3,552	²	$	3,537,676
Chief Executive Officer		2007		591,667		1,175,000		1,713,901		3,552			3,484,120
		2006		500,000		895,000		597,582		3,552			1,996,134

Normand A. Boulanger		2008		445,833		750,000		972,468		3,360	³		2,171,661
Chief Operating Officer		2007		395,833		600,000		1,285,437		3,360			2,284,630
		2006		350,000		440,000		448,188		3,240			1,241,428

Patrick J. Pedonti		2008		257,083		300,000		486,250		4,011	⁴		1,047,344
Chief Financial Officer		2007		222,917		225,000		642,734		3,887			1,094,538
		2006		200,000		165,000		224,094		3,774			592,868

Stephen V.R. Whitman		2008		223,333		200,000		259,319		4,360	⁵		687,012
General Counsel		2007		203,750		150,000		342,811		4,213			700,774
		2006		190,000		100,000		119,515		3,722			413,237


(1)		The amounts in this column reflect the dollar amount earned for financial reporting purposes for ~~2006, in accordance with SFAS 123R~~the applicable year 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 109 of the notes to our annual 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 ~~$224~~$552 of ~~long-term disability~~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 ~~$264~~$360 of ~~long-term disability~~group term life premiums for the benefit of Mr. Boulanger.

(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 ~~$160~~$1,011 of ~~long-term disability~~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 ~~$264~~$1,360 of ~~long-term disability~~group term life premiums for the benefit of Mr. Whitman.

~~(6)~~		~~Amounts based on the pound-dollar exchange rate as of October 31, 2006 of 1.9072.~~

~~(7)~~		Mr. Milne’s employment was terminated effective October 31, 2006. In connection with such termination, Mr. Milne received an aggregate of $148,765, consisting of $95,360 in lieu of three months’ notice of termination, $411 in lieu of benefits Mr. Milne would have received during the notice period, a severance payment of $29,341 and accrued vacation pay of $23,653.

Employment and ~~Related Agreements~~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

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	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, ~~within three months~~ following a change of ~~control)~~control as defined in the employment agreement) 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 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.

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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)~~Act) of beneficial ownership (within the meaning ofRule 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. Kevin Milne, our former Senior Vice President — International, was party to an employment agreement that provided, among other things, for an annual base salary of £200,000 and the opportunity to earn an annual cash bonus of up to 50% of his annual base salary based on certain metrics relating to Mr. Milne’s performance and SS&C’s financial performance and at the discretion of Mr. Stone. In connection with the termination of his employment, Mr. Milne entered into a compromise agreement with our subsidiary, SS&C Technologies Limited. Under the terms of the agreement, Mr. Milne’s employment terminated on October 31, 2006. The agreement provided that, in addition to payment of Mr. Milne’s salary and benefits through the termination date, Mr. Milne would be paid an aggregate severance payment of £65,600. In addition, Mr. Milne received £12,402 for accrued vacation time. Mr. Milne executed a release in favor of SS&C Technologies Limited and any subsidiary or holding company of SS&C Technologies Limited, agreed to continue to satisfy his non-solicitation obligations under his employment agreement, and agreed to satisfy certain confidentiality obligations.

~~2006 Grants~~2008 grants of ~~Plan-Based Awards~~plan-based awards

~~The following table contains information concerning~~We did not make any grants of plan-based awards to our named executive officers ~~during 2006.~~in 2008.

All Other

Option Awards:

Estimated Future
Number of
Exercise or

Payouts Under Equity
Securities
Base Price
Grant Date Fair

Grant
Incentive Plan Awards Underlying
of Option
Value of Option

Name
Date(1) Target(#) Options(#) Awards ($/Sh) Awards(5)

William C. Stone 8/9/06 — 70,993 (2) $ 74.50 $ 31.08
8/9/06 70,993 (3) — 74.50 32.98
8/9/06 35,496 (4) 74.50 21.23
Normand A. Boulanger 8/9/06 — 53,245 (2) 74.50 31.08
8/9/06 53,245 (3) — 74.50 32.98
8/9/06 26,622 (4) — 74.50 21.23
Patrick J. Pedonti 8/9/06 — 26,623 (2) 74.50 31.08
8/9/06 26,622 (3) — 74.50 32.98
8/9/06 13,311 (4) — 74.50 21.23
Stephen V.R. Whitman 8/9/06 — 14,199 (2) 74.50 31.08
8/9/06 14,198 (3) — 74.50 32.98
8/9/06 7,099 (4) — 74.50 21.23
Kevin Milne 8/9/06 — 8,874 (2) 74.50 31.08
8/9/06 8,874 (3) — 74.50 32.98
8/9/06 4,437 (4) — 74.50 21.23


~~(1)~~		~~Awarded under the 2006 equity incentive plan.~~

~~(2)~~		This option is a time-based option 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 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.

~~(3)~~		This option is 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 2006 through 2010 equals, exceeds or falls short by a certain percentage of the EBITDA target for such year. A certain percentage of performance-based options 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 SS&C Holdings made by our principal stockholders.

~~(4)~~		This option is a superior option that vests (in whole or in part) only upon a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in SS&C Holdings made by our principal stockholders.

~~(5)~~		Represents the grant date fair value of each option award computed in accordance with SFAS 123R. See Note 10 of the notes to our audited annual consolidated financial statements included elsewhere in this prospectus.

~~For more information regarding our option awards, please see “Compensation Discussion and Analysis — Stock Option Awards.”~~Equity incentive plans

1998 ~~Stock Incentive Plan~~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

107

options or other awards under the 1998 plan. Our ability to grant options or other awards under the 1998 plan has terminated in accordance with the terms of the 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 SS&C Holdings. As of ~~May 31, 2007,~~September 30, 2009, there were outstanding options under the 1998 plan to purchase a total of ~~410,150~~405,056 shares of our common stock at a weighted average exercise price of ~~$13.49~~$13.40 per share.

1999 ~~Non-Officer Employee Stock Incentive Plan~~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. Our ability to grant options or other awards under the 1999 plan has terminated in accordance with the terms of the 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 ~~May 31, 2007,~~September 30, 2009, there were outstanding options under the 1999 plan to purchase a total of ~~69,100~~60,872 shares of our common stock at a weighted average exercise price of ~~$37.03~~$34.30 per share.

2006 ~~Equity Incentive Plan~~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 1,314,567 shares of our common stock are reserved for issuance under our 2006 equity incentive plan, and the unexercised portion of any shares of common stock subject to awards that is forfeited, repurchased, expires or lapses under ~~our~~the 2006 equity incentive plan will again become available for the grant of awards under ~~our~~the 2006 equity incentive plan except for vested shares of common stock that are forfeited or repurchased after being issued from ~~our~~the 2006 equity incentive plan.

As of ~~May 31, 2007,~~September 30, 2009, options to purchase a total of ~~1,147,028~~1,023,584 shares of common stock were outstanding under our 2006 equity incentive plan at a weighted average exercise price of ~~$74.87~~$75.22 per share. As of ~~May 31, 2007,~~September 30, 2009, we had issued ~~8,900~~1,249,835 shares of common stock under the 2006 equity incentive plan, and ~~167,539~~346,147 shares remained available for future awards under the plan. ~~We may adjust the number~~However, our board of ~~shares reserved for issuance~~directors does not intend to grant any additional awards under our 2006 equity incentive plan infollowing the ~~event~~consummation of ~~our reorganization, merger, consolidation, recapitalization, reclassification, stock dividend, stock split or similar event.~~this offering.

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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,~~plan;

	•	to determine the type or types of awards to be granted under our 2006 equity incentive ~~plan,~~plan;

	•	to select the persons to whom awards may be granted under our 2006 equity incentive ~~plan,~~plan;

	•	to grant awards and to determine the terms and conditions of such ~~awards,~~awards;

	•	to construe and interpret our 2006 equity incentive ~~plan~~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 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~~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.~~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~~EBITDA for each fiscal year 2006 through 2010 (2007 through 2011 for options awarded in 2007) ~~equals, exceeds~~falls within the targeted EBITDA range for such year. If our EBITDA is at or ~~falls short by a certain percentage~~above the high end of the targeted EBITDA ~~target~~range, 100% of the performance-based option for ~~such year.~~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. In February 2009, our board of directors approved the immediate vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2006, 2007 or 2008. 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 ~~vesting of~~ superior options ~~will be determined based on the extent to which proceeds from a~~currently vest upon specified liquidity ~~event equal or exceed a certain target.~~events.


	•	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

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	•	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,~~grant;

	°•	3090 days following the date of the termination of service for any reason other than cause, death or ~~disability,~~disability;

	°•	the date of the termination of service for ~~cause~~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~~discussion and ~~Analysis~~analysis — Components of our ~~Executive Compensation Program~~executive compensation program — Stock ~~Option Awards”~~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. In July 2008, our board of directors voted that the 2008 stock incentive plan would become effective after stockholder approval rather than upon the effectiveness of this offering. On July 30, 2008, our stockholders approved the 2008 stock incentive plan, effective as of the date of approval. 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. To date, no options or other awards have been granted under the 2008 stock incentive plan.

The number of shares of our common stock reserved for issuance under our 2008 stock incentive plan is equal to the sum of:

(1) 166,666 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) 166,666 shares of common stock, (ii) 2% of the outstanding shares on such date or (iii) an amount determined by our board of directors.

As of September 30, 2009, there were 308,666 shares reserved for issuance under the 2008 stock incentive plan.

82110

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. 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 66,666 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, or nonstatutory options. Options granted 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

111


•	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.

112

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 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.

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~~2006 Outstanding Equity Awards~~2008 outstanding equity awards at ~~Fiscal Year-End~~fiscal year-end

The following table sets forth information concerning stock options held by each of our named executive officers as of December 31, ~~2006.~~2008.

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 75,000 (1) — — $ 7.334 2/17/2010
75,000 (1) — — 6.60 5/31/2011
150,000 (1) — — 15.986 4/8/2013
19,720 (2) 51,273 (2) — 74.50 8/9/2016
— — 70,993 (3) 74.50 8/9/2016
— — 35,496 (4) 74.50 8/9/2016
Normand A. Boulanger 25,000 (1) — — 35.70 10/18/2014
37,500 (1) — — 14.962 2/6/2013
14,790 (2) 38,455 (2) — 74.50 8/9/2016
— — 53,245 (3) 74.50 8/9/2016
— — 26,622 (4) 74.50 8/9/2016
Patrick J. Pedonti 15,000 (1) — — 16.56 8/1/2012
7,395 (2) 19,228 (2) — 74.50 8/9/2016
— — 26,622 (3) 74.50 8/9/2016
— — 13,311 (4) 74.50 8/9/2016
Stephen V.R. Whitman 7,461 (1) — — 14.962 2/6/2013
3,944 (2) 10,255 (2) — 74.50 8/9/2016
— — 14,198 (3) 74.50 8/9/2016
— — 7,099 (4) 74.50 8/9/2016
Kevin Milne(5) — — — — —



							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		75,000	¹		—			—		$	7.34		2/17/2010
		75,000	¹		—			—			6.60		5/31/2011
		150,000	¹		—			—			15.99		4/8/2013
		54,724	²		16,269	²		—			74.50		8/9/2016
		41,964	³		—			29,029	³		74.50		8/9/2016
		—			—			35,496	⁴		74.50		8/9/2016
Normand A. Boulanger		25,000	¹		—			—			35.70		10/18/2014
		37,500	¹		—			—			14.97		2/6/2013
		41,043	²		12,202	²		—			74.50		8/9/2016
		31,473	³		—			21,772	³		74.50		8/9/2016
		—			—			26,621	⁴		74.50		8/9/2016
Patrick J. Pedonti		15,000	¹		—			—			16.56		8/1/2012
		20,521	²		6,101	²		—			74.50		8/9/2016
		15,737	³		—			10,885	³		74.50		8/9/2016
		—			—			13,311	⁴		74.50		8/9/2016
Stephen V.R. Whitman		7,461	¹		—			—			14.97		2/6/2013
		10,945	²		3,254	²		—			74.50		8/9/2016
		8,393	³		—			5,805	³		74.50		8/9/2016
		—			—			7,099	⁴		74.50		8/9/2016


(1)		These options were granted under our ~~prior~~ 1998 stock incentive plan and are fully vested.

(2)		This option is a time-based option awarded under our 2006 equity incentive plan that ~~vests~~vested 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 will become fully vested and exercisable immediately prior to the effective date of a liquidity event, as ~~defined.~~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 ~~equals, exceeds~~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 ~~falls short by~~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. In February 2009, our board of directors approved the immediate vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2006, 2007 or 2008. In addition, a certain percentage of ~~the EBITDA target for such year. A certain percentage of performance-based options~~this option will vest immediately prior to the

114


		effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in us made by ~~our principal stockholders.~~investment funds affiliated with Carlyle.

(4)		This option is a superior option ~~awarded under our 2006 equity incentive plan that~~and currently vests ~~(in whole or in part) only~~ upon aspecified liquidity ~~event if proceeds from the liquidity event equal or exceed specified returns on investments in us made by our principal stockholders.~~

~~(5)~~		~~All options held by Mr. Milne were unvested at the date of his termination and forfeited at that time.~~events.

~~2006 Option Exercises~~2008 option exercises

No stock options were exercised by our named executive officers during ~~2006.~~

~~2006 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.~~

~~2006 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.~~2008.

Potential ~~Payments Upon Termination~~payments upon termination or ~~Change~~change of ~~Control~~control

William C. Stone

Effective as of November 23, 2005, we entered into ~~a definitive~~an employment agreement with Mr. Stone. The terms of the agreement are described under the caption “Employment and ~~Related Agreements” above.~~related agreements” above and incorporated herein by reference.

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, ~~2006,~~2008, 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.

Payments to
Without Cause, For
For Cause or

William C. Stone
Good Reason or
Without

Upon Termination
Upon Notice of
Good Reason
Liquidity

or Liquidity Event
Non-Renewal (1) Event(2) Disability Death

Base salary $ 1,000,000 (3) $ — $ — $ — $ —
Target annual bonus 900,000 (4) — — 450,000 (5) 450,000 (5)
Stock Options(6) — (7) — — — (7) — (7)
Health and welfare benefits 33,986 (8) — — — —
Tax gross up payment 2,363,761 (9) — — — —
Disability benefits — — — — —
Life insurance proceeds — — — —
Total
$ 4,297,747 $ — $ — $ 450,000 $ 450,000



	Without cause, for
	good reason
	(including certain
Payments to	changes of
William C. Stone	control) or			For cause or
upon termination	upon notice of			without		Liquidity
or liquidity event	non-renewal			good reason¹		event²		Disability			Death


Base salary	$	1,500,000	³	$	—	$	—	$	—		$	—
Target annual bonus		900,000	⁴		—		—		450,000	⁵		450,000	⁵
Stock options⁶			⁷		—					⁷			⁷
Health and welfare benefits		37,077	⁸		—		—		—			—
Tax gross up payment		3,158,966	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 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. The ~~vesting of superior options will be determined based on~~payments in this column assume the ~~extent to which proceeds from a~~ liquidity event ~~equal or exceed a certain target. Because~~will generate sufficient proceeds to accelerate in full the exercise price of all of Mr. Stone’s unvested options is equal to the fair market value of such options as of December 31, 2006, Mr. Stone would not have recognized any value from the acceleration of vesting and exercise of suchperformance-based options.

~~(3)~~		~~Consists of 200% of 2006 base salary payable promptly upon termination.~~

84115


(3)		Consists of 200% of 2008 base salary payable promptly upon termination.

(4)		Consists of 200% of ~~2006~~2008 target annual bonus payable promptly upon termination. The compensation committee did not set a formal ~~2006~~2008 target annual bonus for Mr. Stone. The figure used for the ~~2006~~2008 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 ~~2006,~~2008, payable within 30 business days of termination. The compensation committee did not set a formal ~~2006~~2008 target annual bonus for Mr. Stone. The figure used for the ~~2006~~2008 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 $74.50 per share and ~~a fair market value~~$ (which represents themid-point of ~~$74.50 per share as~~the range set forth on the cover page of ~~December 31, 2006, as determined by our board of directors.~~this prospectus).

(7)		Vesting acceleration with respect to unvested options to purchase an aggregate of ~~157,762~~40,397 shares of our common stock, which is equal to 50% of all unvested options held by Mr. Stone on December 31, 2006. Because the exercise price of such options is equal to the fair market value of such options as of December 31, 2006, Mr. Stone would not have recognized any value from the acceleration of vesting and exercise of such options.2008.

(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 Internal Revenue 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 U.S. 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 alump-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.

~~Kevin Milne~~

As of October 31, 2006, in connection with his termination of employment, Kevin Milne, our former Senior Vice President — International, entered into a compromise agreement with our subsidiary, SS&C Technologies Limited, providing for an aggregate severance payment to Mr. Milne of £65,600. In addition, Mr. Milne received £12,402 for accrued vacation time. The aggregate payments to Mr. Milne equaled approximately $148,765, based on the pound-dollar exchange rate as of October 31, 2006 of 1.9072. All unvested options held by Mr. Milne on October 31, 2006 were forfeited.

Other ~~Named Executive Officers~~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 and superior options vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain ~~target and superior options vest based on the extent to which proceeds from a liquidity event equal or exceed a certain~~ target.

As of December 31, ~~2006,~~2008, 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~~shares
	~~Underlying~~underlying			Value of ~~Unvested~~unvested
Name	~~Unvested Options~~unvested options (#)		~~Options ($)(1)~~	options¹


Normand A. Boulanger		~~118,692~~60,595		$	—
Patrick J. Pedonti		~~59,346~~30,297			—
Stephen V.R. Whitman		~~31,651~~16,158			—


(1)		The value of unvested options was calculated by multiplying the number of shares underlying unvested options by ~~$74.50,~~$ (which represents the ~~fair market value~~mid-point of ~~our common stock~~the range set forth on ~~December 31, 2006, as determined by our board~~the cover page of ~~directors,~~this prospectus) and then deducting the aggregate exercise price for these options. Because the exercise price of such options is equal to the fair market value of such options as of December 31, 2006, Messrs. Boulanger, Pedonti and Whitman would not have recognized any value from the acceleration of vesting and exercise of such options.

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~~2006~~ Director ~~Compensation~~compensation

None of our directors, except Mr. Etherington, receives compensation for serving as a director. Mr. Etherington receives an annual retainer fee of $25,000 and $2,500 for each board meeting attended in person. 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, ~~2006~~2008 for serving as a director.

Fees Earned

or Paid in

Cash
Option Awards
Total
Name
($)(1) ($)(2) ($)

William Etherington $ 27,500 $ 77,700 $ 105,200

2008 director compensation



	Fees Earned
	or Paid in
Name	Cash¹		Option Awards²		Total


William Etherington	$	35,000		—	$	35,000


(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 ~~$27,500~~$35,000 for his service as a director in ~~2006.~~2008.

(2)		Upon his election to the board of directors in 2006, Mr. Etherington was granted an option to purchase 2,500 shares of our common stock at an exercise price per share of $74.50. Such option was 100% vested on the date of grant. This option, which was outstanding at December 31, 2006, had a calculated fair value of $31.08 per underlying share, representing a total grant date fair value of $77,700. The amount in this column reflects the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2006 in accordance with SFAS 123R. A discussion of the assumptions used in calculating the amount in this column may be found in Note 10 to our audited consolidated financial statements included elsewhere in this prospectus.

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~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Certain relationships and related transactions

Management ~~Agreement~~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, which was amended in April 2008, will terminate upon completion of this offering.

Contribution and ~~Subscription Agreement~~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~~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

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transfer as well as other provisions described below. The parties amended certain provisions of the stockholders agreement in April 2008 and , 2010.

Board of directors. The stockholders agreement provides that our board of directors will ~~initially~~ consist of ~~six~~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, ~~and~~ with the stockholders affiliated with Carlyle having the right to designate four of the remaining ~~four~~ board ~~members.~~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~~Campbell R. ~~Newnam~~Dyer and Claudius E. Watts, IV as members of our board of directors. Mr. Stone and the stockholders affiliated with Carlyle will designate a seventh member of our board of directors effective 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, ~~(or the date Mr. Stone ceases to be our chief executive officer, if earlier),~~ 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 have 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 (or the closing of this offering, if earlier).

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. The board of directors designation provisions and the bring-along rights will survive the completion of this offering.

Service ~~Provider Stockholders Agreement~~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

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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, ~~(or the date Mr. Stone ceases to be our chief executive officer, if earlier),~~ 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.~~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.~~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. The bring-along rights will survive the completion of this offering.

Registration ~~Rights Agreement~~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 —~~ capital stock—Registration ~~Rights.~~rights.”

Management ~~Rights Agreement~~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.

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Fund administration services agreement

On August 12, 2008, Walkers SPV Limited acting solely in its capacity as trustee of the Carlyle Series Trust and its classes orsub-trusts, Carlyle Loan Investment Ltd., CLP Cayman Holdco, Ltd., CCPMF Cayman Holdco, Carlyle Credit Partners Financing I, Ltd. (collectively, the “Funds”) and Carlyle Investment Management L.L.C. entered into a fund administration services agreement with SS&C. Pursuant to the agreement, the Funds appointed SS&C to act as administrator, registrar and transfer agent and to provide the Funds with certain fund administration services, including daily processing and reconciliation services, fund accounting services and unitholder services, and such ancillary services as are set forth in work requests that may be executed by the parties from time to time. The agreement became effective on July 1, 2008 and continues until December 31, 2010. SS&C will be paid a monthly charge based on annual rates derived from the net asset value of the Funds, subject to a minimum monthly fee. SS&C will also receive certain hourly and other fees for any ancillary services that it provides under the agreement. Through September 30, 2009, the Funds paid an aggregate of $668,814 to us under the agreement.

Processing services agreement

On June 22, 2009, Carlyle Investment Management L.L.C. entered into a processing services agreement with SS&C. Pursuant to the agreement, SS&C provides investment accounting and data processing services. The agreement continues until June 22, 2011. SS&C will be paid a monthly charge based on annual rates derived from the net asset value of Carlyle Investment Management L.L.C., subject to a minimum monthly fee. SS&C will also receive other fees for certain ancillary services that it provides under the agreement. Through September 30, 2009, Carlyle Investment Management L.L.C. paid an aggregate of $40,000 to us under the agreement.

RLI Insurance Company

From January 1, ~~2004~~2006 through ~~the first quarter of 2007,~~September 30, 2009, RLI Insurance Company paid an aggregate of ~~$256,902~~$223,502 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~~transactions

John Stone, the brother of William C. Stone, is employed by SS&C as Vice President of Sales Management. From January 1, ~~2004~~2006 through ~~the quarter ended March 31, 2007,~~September 30, 2009, John Stone was paid an aggregate of ~~$552,911~~$592,315 as salary and commissions related to his employment at SS&C.

Review, ~~Approval~~approval or ~~Ratification~~ratification of ~~Transactions~~transactions with ~~Related Persons~~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

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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.

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 ~~by-laws.~~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.

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Executive ~~Compensation~~compensation and ~~Stock Option Awards~~stock option awards

Please see “Management” for information on the compensation of, and stock options granted to, our directors and executive officers.

Employment ~~Agreements~~agreements

We have entered into an employment agreement with Mr. Stone as described in ~~“Management —~~ “Management—Employment and ~~Related Agreements.~~related agreements.”

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~~PRINCIPAL AND SELLING STOCKHOLDERS~~Principal and selling stockholders

This table presents information concerning the beneficial ownership of the shares of our common stock as of ~~May 31, 2007.~~September 30, 2009. The table also contains information about beneficial ownership, as adjusted to reflect the sale of common stock in this offering, assuming ~~7,087,529~~7,104,889 shares of common stock are outstanding as of ~~May 31, 2007~~September 30, 2009 and shares are outstanding immediately following the completion of this offering.

Specifically, the table reflects beneficial ownership information about:


	•	~~each of the selling stockholders;~~

	•	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~~

	•	all of our executive officers and directors as a ~~group.~~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 ~~May 31, 2007~~September 30, 2009 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 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 isc/o SS&C Technologies Holdings, Inc., 80 Lamberton Road, Windsor, CT 06095.

Shares
Shares

Offered
Shares Beneficially
Offered

Assuming the
Owned After the
Assuming the
Shares Beneficially

Underwriters’
Offering Assuming
Underwriters’
Owned After the Offering

Shares
Over-
the Underwriters’
Over-
Assuming the

Beneficially
Allotment
Over-Allotment
Allotment
Underwriters’ Over-

Owned Prior
Option is
Option is Not
Option is
Allotment Option is

to the Offering Not
Exercised Exercised in
Exercised in Full(1)
Number Percent Exercised Number Percent Full(1) Number Percent

Beneficial Owner

TCG Holdings, L.L.C.(2) 5,114,095 72.2 %
William A. Etherington(3) 2,500 *
Allan M. Holt(4) — —
Claudius (Bud) E. Watts IV(4) — —
Todd Newnam(4) — —
William C. Stone(5) 2,290,559 30.9 %
Normand A. Boulanger(6) 84,685 1.2 %
Patrick J. Pedonti(7) 26,094 *
Stephen V.R. Whitman(8) 13,377 *
Kevin Milne — —
All directors and executive officers as a group(9) 2,417,215 32.1 %

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	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		5,114,094		72.0%
William C. Stone²		2,374,567		31.6%

Other Directors, Director Nominees and Named Executive Officers:
Normand A. Boulanger³		147,692		2.0%
William A. Etherington⁴		2,500			*
Allan M. Holt⁵		—		—
Campbell R. Dyer⁵		—		—
Claudius (Bud) E. Watts IV⁵		—		—
Patrick J. Pedonti⁶		57,594			*
Stephen V.R. Whitman⁷		30,178			*
All directors and executive officers as a group (8 persons)⁸		2,612,531		33.7%

Other Selling Stockholders:


*		Represents less than one percent of the outstanding shares of common stock.


(1)		~~The selling stockholders have granted the underwriters an option to purchase up to an additional shares.~~

~~(2)~~		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 ~~4,915,571~~4,915,570 and 198,524 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 isc/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C.20004-2505.

~~(3)~~(2)		~~Consists of 2,500 shares subject to outstanding stock options exercisable on May 31, 2007.~~

~~(4)~~		Messrs. Holt, Watts and Newnam, as employees of The Carlyle Group, do not directly or indirectly have or share voting or investment power or have or share the ability to influence voting or investment power over the shares shown as beneficially owned by TCG Holdings, L.L.C.

~~(5)~~		Includes ~~329,580~~413,589 shares subject to outstanding stock options exercisable on or within the60-day period following ~~May 31, 2007.~~September 30, 2009.

~~(6)~~(3)		Consists of ~~84,685~~147,692 shares subject to outstanding stock options exercisable on or within the60-day period following ~~May 31, 2007.~~September 30, 2009.

~~(7)~~(4)		Consists of ~~26,094~~2,500 shares subject to outstanding stock options exercisable on or within the60-day period following ~~May 31, 2007.~~September 30, 2009.


(5)		Does not include 5,114,094 shares of common stock held by investment funds associated with or designated by Carlyle. Messrs. Holt, Watts and Dyer are executives of Carlyle. They disclaim beneficial ownership of the shares held by investment funds associated with or designated by Carlyle.
~~(8)~~
(6)		Consists of ~~13,377~~57,594 shares subject to outstanding stock options exercisable on or within the60-day period following ~~May 31, 2007.~~September 30, 2009.

~~(9)~~(7)		~~Includes 453,736~~Consists of 30,178 shares subject to outstanding stock options exercisable on or within the60-day period following ~~May 31, 2007.~~September 30, 2009.

(8)		Includes 651,553 shares subject to outstanding stock options exercisable on or within the60-day period following September 30, 2009.

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~~DESCRIPTION OF CERTAIN INDEBTEDNESS~~Description of certain indebtedness

Senior ~~Credit Facilities~~credit facilities

Overview

In connection with the Transaction, ~~SS&C~~we entered into ~~its~~our 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 ($1717.0 million of which is denominated in U.S. dollars and ~~$58~~$58.0 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% ~~($2.6~~(initially $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~~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~~our material ~~wholly owned~~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.

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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 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~~rates and ~~Fees~~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~~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

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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;

	•	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;

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	•	compliance with applicable laws and regulations; and

	•	further assurances and maintenance of collateral.

Events of ~~Default~~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.

113/4% ~~Senior Subordinated Notes~~senior subordinated notes due 2013

Overview

SS&C has issued $205.0 million in aggregate principal amount of 113/4% Senior Subordinated Notes due 2013 pursuant to the terms of an indenture with Wells Fargo Bank, National Association, as trustee.

Guarantees and ~~Ranking~~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 arepari 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~~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~~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 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 the12-month period commencing on December 1 of the applicable year:



Redemption Period	Price			Price


2009		105.8750	%		105.8750%
2010		102.9375	%		102.9375%
2011 and thereafter		100.0	%		100.0%

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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~~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~~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~~Description of capital stock

General

Following the closing of this offering, our authorized capital stock will consist of 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 ~~by-laws~~bylaws are summaries and are qualified by reference to the certificate of incorporation and ~~by-laws~~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~~stock

As of ~~May 31, 2007,~~September 30, 2009, there were ~~7,087,529~~7,104,889 shares of our common stock outstanding and held of record by ~~approximately 16~~33 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~~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

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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 ~~May 31, 2007,~~September 30, 2009, we had outstanding options to purchase an aggregate of ~~1,626,277~~1,489,512 shares of common stock with a weighted-average exercise price of ~~$57.78~~$56.74 per share.

Registration ~~Rights~~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, 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

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~~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.

~~Anti-Takeover Provisions~~Corporate opportunities

~~Delaware Law.~~ ~~We are subject~~Our certificate of incorporation provides that Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and their respective affiliates have no obligation to ~~Section 203~~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 ~~Delaware General Corporation Law. Subject to certain exceptions, Section 203 prevents~~case of any person who is a publicly held Delaware corporation from engaging in a “business combination” with any “interested stockholder” for three years following the date that the person became an interested stockholder, unless the interested stockholder attained such status with the approvaldirector or officer of our ~~board of directors~~company, such business opportunity is offered to such director or ~~unless the business combination is approved~~officer in ~~a prescribed manner. A “business combination” includes, among other things, a merger~~writing solely in his or ~~consolidation involving us and the “interested stockholder” and the sale of more than 10%~~her capacity as an officer or director of our ~~assets. In general, an “interested stockholder” is any entity or person beneficially owning 15% or more~~company. Stockholders will be deemed to have notice of and consented to this provision of our ~~outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.~~certificate of incorporation.

Anti-takeover provisions

Staggered Board. Our certificate of incorporation and ~~by-laws~~bylaws divide our board of directors into three classes with staggered three-year terms. In addition, our certificate of incorporation and ~~by-laws~~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; provided that for so long as any of our stockholders has a contractual right with us to remove a director, such director may be removed, with or without cause, by the holders that have the contractual right to remove such director by the affirmative vote of at least a majority of the votes that all such holders would be entitled to cast in an annual election of directors. Under our certificate of incorporation and ~~by-laws,~~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.~~office; provided that for so long as any of our stockholders has a contractual right with us to fill a specified vacancy in the board of directors, such specified vacancy shall be filled by the holders that have the contractual right to fill such specified vacancy by the affirmative vote of at least a majority of the votes that all such holders would be entitled to cast in an annual election of directors. The classification of our board of directors and the limitations on the ability of our stockholders to 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 ~~by-laws~~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 ~~by-laws~~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 ~~our president~~ or our board of directors. In addition, our ~~by-laws~~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

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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, investment funds affiliated with Carlyle, and certain transferees of 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 ~~by-laws,~~bylaws, unless a corporation’s certificate of incorporation or ~~by-laws,~~bylaws, as the case may be, requires a greater percentage. Our ~~by-laws~~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~~agent and ~~Registrar~~registrar

Upon completion of this offering, the transfer agent and registrar for our common stock will be .American Stock Transfer & Trust Company.

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~~NASDAQ Global Market Listing~~

~~We have applied to the NASDAQ Global Market for the listing of our common stock under the trading symbol “SSNC.”~~

~~SHARES ELIGIBLE FOR FUTURE SALE~~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 ~~May 31, 2007.~~September 30, 2009. 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 ~~certain limitations and~~the Rule 144 resale restrictions described ~~below.~~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 thelock-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:


~~Days After Date of~~
	Shares Eligible
~~this Prospectus~~Date Available for Sale	~~Shares Eligible~~ for Sale		Comment


Date of Prospectus			Shares sold in the offering
~~Date of Prospectus~~		~~Freely tradable~~ and shares saleable under Rule ~~144(k)~~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
~~Thereafter~~				~~Restricted securities held for one year or less~~

In addition, of the ~~1,626,277~~ shares of our common stock that were subject to stock options outstanding as of ~~May 31, 2007,~~September 30, 2009, options to purchase ~~692,388~~ shares of common stock were exercisable as of ~~May 31, 2007~~September 30, 2009 and, upon exercise, these shares will be eligible for sale subject to thelock-up agreements described ~~below.~~below and Rules 144 and 701 under the Securities Act.

Lock-up ~~Agreements~~agreements

All of our directors and officers and certain other stockholders and holders of options to purchase shares of our common stock, who ~~as of May 31, 2007~~ collectively owned shares of our common stock (including ~~exercisable~~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

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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.

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 applicablelock-up periods, ~~substantially~~ all of the shares subject to suchlock-up restrictions will become eligible for sale, subject to the limitations discussed above.

Rule 144

Affiliate resales of restricted securities

In general, ~~under Rule 144 as currently in effect,~~ 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 ~~one year, including an affiliate,~~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 ~~a number of shares~~ 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~~applicable stock exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

~~Sales~~Affiliate resales under Rule 144 are ~~generally~~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 the applicable stock exchange concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

~~Rule 144(k)~~Non-affiliate resales of restricted securities

~~Under Rule 144(k),~~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 ~~the~~ shares ~~proposed to be sold~~of our common stock for at least ~~two years, including the holding period of any prior owner other~~six months but less than ~~one of our affiliates,~~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 ~~having~~regard to ~~comply with~~any Rule 144 restrictions, including the90-day public company requirement and the current public information requirement.

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Non-affiliate resales are not subject to the manner of sale, ~~public information,~~ volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of ~~our~~an issuer’s employees, directors, officers, consultants or advisors who purchases shares from usthe issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of ~~the~~a registration statement ~~of which this prospectus is a part~~under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. ~~Our~~An affiliate of the issuer can resell shares ~~under~~in reliance on Rule ~~701~~144 without having to comply with the holding period requirement, and non-affiliates of ~~Rule 144, and our non-affiliates~~the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period ~~volume limitation or notice filing provisions of Rule 144.~~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 ~~date~~reporting requirements of ~~this prospectus.~~the Exchange Act.

~~100~~

Stock ~~Options~~options

We intend to file one or more registration statements onForm 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 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~~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 —~~ capital stock–Registration ~~Rights”~~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 thelock-up agreement.

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~~CERTAIN MATERIAL~~Certain material U.S. ~~FEDERAL INCOME TAX CONSIDERATIONS~~federal tax considerations

The following is a general discussion of the material U.S. federal income and estate tax considerations applicable to U.S. andnon-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 andnon-U.S. tax consequences of the purchase, ownership and disposition of our common stock. ~~In general,~~For purposes of this discussion, a~~non-U.S. holder~~ ~~means~~ “U.S. holder” is a beneficial owner of our common stock ~~who~~that is ~~not~~(i) an individual citizen or resident of the United States; (ii) a corporation (or any other entity treated as a corporation for U.S. federal income tax ~~purposes:~~purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if it (A) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (B) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.


	•	~~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.

For purposes of this discussion, a“non-U.S. holder” is a beneficial holder of our common stock (other than a partnership or any other entity that is treated as a partnership for U.S. federal income tax purposes) that is not a U.S. holder.

This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, which we refer to as the Internal Revenue 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, which is 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 ornon-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;

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•	financial institutions;

	•	brokers or dealers in securities;

	•	regulated investment companies;

	•	pension plans;

	•	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.

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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. If a partnership or other pass-through entity holds common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership or other pass-through entity. 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.

U.S. holders

Distributions on ~~Our Common Stock~~our common stock

The following discussion is a summary of certain U.S. federal income tax considerations relevant to a U.S. holder of our common stock.

Distributions with respect to common stock, if any, will be includible in the gross income of a U.S. holder as ordinary dividend income to the extent paid out of current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Any portion of a distribution in excess of current or accumulated earnings and profits would be treated as a return of the holder’s tax basis in its common stock and then as gain from the sale or exchange of the common stock. Under current law, if certain requirements are met, a maximum 15% U.S. federal income tax rate will apply to any dividends that are paid prior to January 1, 2011 to a U.S. holder of common stock who is an individual. Unless the reduced rate provision is extended by subsequent legislation, for tax years beginning on or after January 1, 2011, dividends will be taxed at regular ordinary income rates.

Dividend distributions to U.S. holders that are corporations may qualify for the 70% dividends received deduction, which we refer to as a DRD, which is generally available to corporations that own less than 20% of the voting power or value of the outstanding stock of the distributing U.S. corporation. A U.S. holder that is a corporation holding 20% or more of the distributing U.S. corporation may be eligible for an 80% DRD. No assurance can be given that we will have sufficient earnings and profits (as determined for U.S. federal income tax purposes) to cause any distributions to be eligible for a DRD. In addition, a DRD is available only if certain holding period and other taxable income requirements are satisfied.

Gain on sale, exchange or other disposition of our common stock

A U.S. holder of common stock will generally recognize gain or loss on the taxable sale, exchange or other disposition of such shares in an amount equal to the difference between such U.S. holder’s amount realized on the sale and its tax basis in the common stock sold. A U.S. holder’s amount realized generally is equal to the amount of cash and the fair market value of any property received in consideration of its common stock. The gain or loss generally is capital gain or loss if the U.S. holder holds the common stock as a capital asset, and long-term capital gain or loss if the common stock was held for more than one year at the time of

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disposition. Capital loss can generally only be used to offset capital gain (individuals may also offset excess capital losses against up to $3,000 of ordinary income per tax year). Under current law, long-term capital gain recognized by an individual U.S. holder prior to January 1, 2011 is subject to a maximum 15% U.S. federal income tax rate.

Non-U.S. holders

The following discussion is a summary of certain U.S. federal income tax considerations relevant to anon-U.S. holder 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 thenon-U.S. holder’s investment, up to such holder’s tax basis in ~~the~~its common stock. Any remaining excess will be treated as capital gain, subject to the tax treatment described below in “Gain on ~~Sale, Exchange~~sale, exchange or ~~Other Disposition~~other disposition of ~~Our Common Stock.~~our common stock.”

Dividends paid to anon-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, anon-U.S. holder may be entitled to a refund of the tax withheld, which thenon-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 anon-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 thenon-U.S. holder within the United States, are generally exempt from the 30% withholding tax if thenon-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 Internal Revenue Code). Any U.S. effectively connected income received by anon-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.

Anon-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

~~102~~

properly executed IRSForm 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.

Anon-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~~on sale, exchange or ~~Other Disposition~~other disposition of ~~Our Common Stock~~our common stock

In general, anon-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 suchnon-U.S. holder, in which case thenon-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 Internal Revenue Code) and, if thenon-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on ~~Our Common Stock”~~our common stock” also may apply;

	•	thenon-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 thenon-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 thenon-U.S. holder, if any; or

	•	we are or have been, at any time during the five-year period preceding such disposition (or thenon-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 thenon-U.S. holder holds no more than 5% of our outstanding common stock, directly or indirectly, during the shorter of the~~5-year~~five-year period ending on the date of the disposition or the period that thenon-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~~will generally withhold 10% of the proceeds payable to anon-U.S. holder from a sale of our common stock and thenon-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 Internal Revenue 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~~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 a citizen or resident of the United States, as specifically defined for U.S. federal estate tax purposes, will be included in the individual’s gross estate for U.S. federal estate tax purposes.

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

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subject to U.S. federal estate tax, unless an applicable estate tax or other treaty provides otherwise.

Backup ~~Withholding~~withholding and ~~Information Reporting~~information reporting

We ~~must~~will report ~~annually~~ to ~~the IRS and to eachnon-U.S. holder~~ ~~the gross amount~~holders of ~~the distributions on~~ our common stock ~~paid to such holder~~ and the ~~tax withheld,~~IRS the amount of dividends paid during each calendar year, if any, ~~with respect~~and the amount of any tax withheld. All distributions to ~~such distributions.~~

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~~Non-U.S.~~ holders of our common stock are subject to any applicable withholding. Under U.S. federal income tax law, interest, dividends and other reportable payments may, ~~have~~under certain circumstances, be subject 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~~“backup withholding” at the applicable rate ~~currently~~(currently 28%). Backup withholding generally applies to a U.S. holder if the holder (i) fails to furnish its social security number or other taxpayer identification number (“TIN”), ~~with respect~~(ii) furnishes an incorrect TIN, (iii) fails to properly report interest or dividends, ~~on our common stock. Dividends paid~~or (iv) under certain circumstances, fails to~~non-U.S. holders~~ provide a certified statement, signed under penalty of perjury, that the TIN provided is its correct number and that it is a U.S. person that is not subject to backup withholding. Backup withholding is not an additional tax but merely an advance payment, which may be refunded to the ~~U.S. withholding~~extent it results in an overpayment of tax ~~as described above in “Distributions on Our Common Stock,” generally will be~~and the appropriate information is timely supplied to the IRS. Certain persons are exempt from ~~U.S.~~ backup ~~withholding.~~withholding, including, in certain circumstances, corporations, financial institutions and non-U.S. holders (provided such non-U.S. holders comply with applicable certification procedures).

Information reporting and backup withholding also will generally apply to the proceeds of a disposition of our common stock by a U.S. holder or by anon-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 anon-U.S. holder~~ and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backup withholding will not apply to a payment of disposition proceeds to anon-U.S. holder where the transaction is effected outside the United States through anon-U.S. office of a broker. However, for information reporting purposes, dispositions effected through anon-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 thenon-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 anon-U.S. holder~~ ~~can be refunded or credited against thenon-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~~Underwriting

~~Under~~We and the ~~terms and subject to~~selling stockholders are offering the ~~conditions contained~~shares of common stock described in ~~an underwriting agreement dated the date of~~ this prospectus ~~the underwriters named below, for whom~~through a number of underwriters. J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. Incorporated, ~~Credit Suisse~~Deutsche Bank Securities ~~(USA) LLC~~Inc., Jefferies & Company, Inc. and ~~J.P. Morgan Securities~~Raymond James & Associates, Inc. are ~~acting as representatives,~~the principal underwriters managing our offering. We and the selling stockholders have ~~severally agreed~~entered into an underwriting agreement with the underwriters. Subject to ~~purchase,~~the terms and conditions of the underwriting agreement, we and the selling stockholders have agreed to sell to ~~them,~~the underwriters, and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares ~~indicated below:~~of common stock listed next to its name in the following table:



		Number of
Name		~~Shares~~shares


J.P. Morgan ~~Stanley & Co. Incorporated~~Securities Inc.
Credit Suisse Securities (USA) LLC
~~J.P.~~ Morgan Stanley & Co. Incorporated
Deutsche Bank Securities Inc.
Jefferies & Company, Inc.
~~Wachovia Capital Markets, LLC~~Raymond James & Associates, Inc.

Total

The underwriters are ~~offering~~committed to purchase all the common shares ~~of common stock subject to their acceptance of the shares from~~offered by us and the selling stockholders ~~and subject to prior sale.~~if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the ~~obligations~~purchase commitments of non-defaulting underwriters may also be increased or 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.offering may be terminated.

The underwriters ~~initially~~ propose to offer ~~part of~~ the ~~shares of~~ common ~~stock~~shares directly to the public at the initial public offering price ~~listed~~set forth on the cover page of this prospectus and ~~part~~ to certain dealers at athat price ~~that represents~~less a concession not in excess of $ per share. Any such dealers may resell shares to certain other brokers or dealers at a discount of up to $ per share ~~under~~from the initial public offering price. ~~No underwriter may allow, and no dealer may reallow, any concession to other underwriters or to certain dealers.~~ After the initial public offering of the shares, ~~of common stock,~~ the offering price and other selling terms may ~~from time to time~~ be ~~varied~~changed by the ~~representatives.~~underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters. The representatives have advised us that the underwriters do not intend to confirm discretionary sales in excess of 5% of the common shares offered in this offering.

The ~~selling stockholders~~underwriters have ~~granted~~an option to buy up to additional shares of common stock from us to cover sales of shares by the underwriters ~~an option, exercisable for~~which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this over-allotment option. If any shares are purchased with this over-allotment option, the underwriters will purchase ~~up to an aggregate of~~shares in approximately the same proportion as shown in the table above. If any additional shares of common stock atare purchased, 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~~offer the additional shares ~~of common stock~~on the same terms as those on which 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.~~are being offered.

~~105~~143

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us and the selling stockholders per share of common stock. The underwriting fee is $ per share.

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~~share

No ~~Exercise~~exercise

Full ~~Exercise~~exercise

Public offering price

Underwriting discounts and commissions to be paid by:

The selling stockholders

Proceeds, before expenses, to us

Proceeds, before expenses, to selling stockholders

~~The estimated~~We estimate that the total expenses of this offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, ~~payable by us, exclusive of~~but excluding the underwriting discounts and commissions, ~~are~~will be approximately $ .

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in the offering. The underwriters ~~have informed us that they do not intend sales~~may agree to ~~discretionary accounts to exceed 5% of the total~~allocate a number of shares ~~of common stock offered~~to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by ~~them.~~

~~We have applied for listing of our common stock~~the representatives to underwriters and selling group members that may make Internet distributions on the ~~NASDAQ Global Market under the symbol “SSNC.”~~same basis as other allocations.

We and all of our directors and officers and certain other stockholders and holders of options to purchase shares of our common stock, who ~~as of May 31, 2007~~ collectively owned shares of our common stock (including ~~exercisable~~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

144

convertible into or exercisable or exchangeable for common ~~stock.~~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;

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•	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 and that the establishment of such plan will not result in any public filing or other public announcement of such plan by the locked-up party or us 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.

The180-day restricted period described in the preceding paragraph will be extended if:


	•	during the last 17 days of the180-day restricted period we issue an earnings release or a material news event relating to us occurs; or

	•	prior to the expiration of the180-day restricted period, we announce that we will release earnings results during the16-day period beginning on the last day of the180-day restricted period,

in which case the restrictions described in the preceding paragraph will continue to apply until ~~the later of~~ the expiration of the18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material ~~event and the last day of the180-day~~ ~~restricted period.~~event.

In ~~order to facilitate the~~connection with this offering, ~~of the common stock,~~ the underwriters may engage in stabilizing transactions, ~~that stabilize, maintain~~which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or ~~otherwise affect~~retarding a decline in the market price of the common ~~stock. Specifically,~~stock while this offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters ~~may sell more~~of a greater number of shares of common stock than they are ~~obligated~~required to purchase ~~under~~in this offering, and purchasing shares of common stock on the ~~underwriting agreement, creating a~~open market to cover positions created by short ~~position. A~~sales. Short sales may be “covered” shorts, which are short ~~sale is covered if the short position is no~~positions in an amount not greater than the ~~number~~underwriters’ over-allotment option referred to above, or may be “naked” shorts, which are short positions in excess of ~~shares available for purchase by the underwriters under the over-allotment option.~~that amount. The underwriters ~~can~~may close out aany covered short ~~sale~~position either by

145

exercising ~~the~~their over-allotment option, in whole or in part, or by purchasing shares in the open market. In ~~determining the source of shares to close out a covered short sale,~~making this determination, the underwriters will consider, among other things, the ~~open market~~ price of shares available for purchase in the open market compared to the price ~~available under~~at which the underwriters may purchase shares through 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,~~To the extent that the underwriters ~~may bid for, and~~create a naked short position, they will purchase shares in the open market to cover the position.

The underwriters have advised us that, pursuant to Regulation M of the Securities Act of 1933, they may also engage in other activities that stabilize, maintain or otherwise affect the price of the common stock, including the imposition of penalty bids. This means that if the representatives of the underwriters purchase common stock in the open market in stabilizing transactions or to ~~stabilize~~cover short sales, the ~~price~~representatives can require the underwriters that sold those shares as part of this offering to repay the ~~common stock.~~ underwriting discount received by them.

These activities may ~~raise~~have the effect of raising or ~~maintain~~maintaining the market price of the common stock ~~above independent market levels~~ or ~~prevent~~preventing or ~~retard~~retarding a decline in the market price of the common ~~stock.~~stock, and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the , in the over-the-counter market or otherwise.

Prior to this offering, there has been no public market for the common stock of SS&C Holdings. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:


•	the information set forth in this prospectus and otherwise available to the representatives;

•	our prospects and the history and prospects for the industry in which we compete;

•	an assessment of our management;

•	our prospects for future earnings;

•	the general condition of the securities markets at the time of this offering;

•	the recent market prices of, and demand for, publicly traded common stock of generally comparable companies; and

•	other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the

146

applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not ~~required~~constitute an offer to ~~engage~~sell or a solicitation of an offer to buy any securities offered by this prospectus in ~~these activities and may end~~ any ~~of these activities at any time.~~jurisdiction in which such an offer or a solicitation is unlawful.

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 Manager has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Member State it has not made and will not make an offer of shares to the public in that Member State, except that it may, with effect from and including such date, make an offer of shares to the public in that Member State:

(a) at any time 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;

~~107~~

(b) at any time 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 €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

~~(c) at any time in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.~~

For the purposes of the above, the expression an “offer of shares to the public” in relation to any shares in any 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 that 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.

~~Directed Share Program~~

At our request, the underwriters have reserved up to five percent of the shares of common stock to be issued by us and offered by this prospectus for sale, at the initial public offering price, to directors, officers, employees, business associates and related persons associated with us. If purchased by these persons, these shares will be subject to a~~180-daylock-up~~ restriction. The number of shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus.

~~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. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future. 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, ~~and Wachovia Bank~~N.A. received customary compensation for ~~their~~its services in connection with the senior credit facilities.

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 European Union Prospectus Directive (the “EU Prospectus Directive”) is implemented in that Relevant Member State (the “Relevant Implementation Date”) an offer of securities described in this prospectus may not be made to the public 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 EU Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:


•	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;

•	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 €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

•	to fewer than 100 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive) subject to obtaining the prior consent of the book-runningmanager(s) for any such offer; or

•	in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any securities 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 securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the

~~108~~147

~~Notice to Canadian Residents~~same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State and the expression EU Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

~~Resale Restrictions~~

~~The distribution~~This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the ~~shares in Canada is being made only on a private placement basis exempt from the requirement that we~~Financial Services and ~~the selling stockholders prepare~~Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and ~~file a prospectus~~other persons to whom it may lawfully be communicated, falling with ~~the securities regulatory authorities in each province where trades of shares are made. Any resale~~Article 49(2)(a) to (d) of the ~~shares~~Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in ~~Canada must be made under applicable securities laws which will vary depending~~only with, relevant persons. Any person who is not a relevant person should not act or rely 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,~~

	•	~~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 alldocument 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.

~~109~~

~~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.its contents.

~~INDUSTRY AND MARKET DATA~~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~~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~~Goodwin Procter LLP, Boston, Massachusetts, has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

~~EXPERTS~~Experts

The consolidated financial statements of SS&C Technologies Holdings, Inc. as of December 31, ~~2005~~2007 and ~~2006~~2008 and for each of the ~~year~~three years in the period ended December 31, ~~2004, 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 year ended December 31, 2006~~2008 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The financial statements of Micro Design Services, LLC as of December 31, 2006 and 2007 and for the years ended December 31, 2006 and 2007 included in this prospectus have been so included in reliance on the report of Demetrius & Company, L.L.C., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

148

~~WHERE YOU CAN FIND ADDITIONAL INFORMATION~~Where you can find additional information

We have filed with the Securities and Exchange Commission a registration statement onForm S-1 (File No. 333- ) 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.~~Act. 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 at1-800-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 iswww.sec.gov.

~~110~~149

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~Index to financial statements


Condensed consolidated financial statements of SS&C Technologies Holdings, Inc.
Condensed ~~Consolidated Balance Sheets~~consolidated balance sheets at ~~March 31, 2007~~September 30, 2009 and December 31, ~~2006 (Successor)~~2008 (unaudited)		F-2
Condensed ~~Consolidated Statements~~consolidated statements of ~~Operations~~operations for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 and ~~2006 (Successor)~~2008 (unaudited)		F-3
Condensed ~~Consolidated Statements~~consolidated statements of ~~Cash Flows~~cash flows for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 and ~~2006 (Successor)~~2008 (unaudited)		F-4
Notes to ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements (unaudited)		F-5

Consolidated financial statements of SS&C Technologies Holdings, Inc.
~~Reports~~Report of ~~Independent Registered Public Accounting Firm~~independent registered public accounting firm	~~F-11~~	F-15
Consolidated balance sheets at December 31, 2008 and December 31, 2007		F-16
Consolidated statements of operations for the years ended December 31, 2008, 2007 and 2006		F-17
Consolidated statements of cash flows for the years ended December 31, 2008, 2007 and 2006		F-18
Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2006, 2007 and 2008		F-19
Notes to consolidated financial statements		F-20
Schedule I—condensed financial information of the registrant		F-50

Financial statements of Micro Design Services, LLC
Independent auditors’ report		F-55
Balance ~~Sheets as of~~sheets at December 31, 2006 and ~~2005 (Successor)~~2007 and September 30, 2008 (unaudited)	~~F-12~~	F-56
~~Consolidated~~ Statements of ~~Operations~~income and members’ capital for the years ended December 31, 2006 and 2007 and the nine months ended September 30, 2007 and 2008 (unaudited)		F-57
Statements of cash flows for the years ended December 31, 2006 and 2007 and the nine months ended September 30, 2007 and 2008 (unaudited)		F-58
Notes to financial statements of Micro Design Services, LLC		F-59

Unaudited pro forma combined condensed financial statement of SS&C Technologies Holdings, Inc.
Basis of presentation		F-66
Unaudited pro forma combined condensed statement of operations for the year ended December 31, 2006 (Successor), for the period from November 23, 2005 through December 31, 2005 (Successor), for the period from January 1, 2005 through November 22, 2005 (Predecessor) and for the year ended December 31, 2004 (Predecessor)2008	~~F-13~~
Consolidated Statements of Cash Flows for the year ended December 31, 2006 (Successor), for the period from November 23, 2005 through December 31, 2005 (Successor), for the period from January 1, 2005 through November 22, 2005 (Predecessor) and for the year ended December 31, 2004 (Predecessor) F-67	~~F-14~~
Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2004 (Predecessor), for the period from January 1, 2005 through November 22, 2005 (Predecessor), for the period from November 23, 2005 through December 31, 2005 (Successor) and for the year ended December 31, 2006 (Successor)	~~F-15~~
Notes to ~~Consolidated Financial Statements~~unaudited pro forma combined condensed financial statement	~~F-16~~
~~Schedule I — Condensed Financial Information of the Registrant~~ F-68	~~F-44~~

F-1

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~Condensed consolidated balance sheets (unaudited)


		March 31,			December 31,
		2007			2006				September 30,			December 31,
(In thousands)									2009			2008


Assets								Assets
Current assets
Cash and cash equivalents									$	52,461		$	29,299
Accounts receivable, net of allowance for doubtful accounts of $1,657 and $1,444, respectively										37,628			38,318
Prepaid expenses and other current assets										4,892			4,327
Deferred income taxes										914			3,777


Total current assets										95,895			75,721


Property and equipment
Leasehold improvements										5,067			4,852
Equipment, furniture, and fixtures										23,576			20,978
		(In thousands)
		(Unaudited)
			28,643			25,830
ASSETS
Current assets
Cash and cash equivalents		$	11,733		$	11,718
Accounts receivable, net of allowance for doubtful accounts of $1,695 and $1,670, respectively			36,660			31,695
Income taxes receivable			3,244			—
Prepaid expenses and other current assets			8,078			7,823
Less accumulated depreciation										(15,851	)		(11,800	)

Total current assets			59,715			51,236

Property and equipment			3,218			2,850
Leasehold improvements			14,110			12,168

Equipment, furniture, and fixtures			17,328			15,018
Less accumulated depreciation			(6,218	)		(4,999	)

Net property and equipment			11,110			10,019				12,792			14,030


Goodwill			826,086			820,470				853,147			822,409
Intangible and other assets, net of accumulated amortization of $31,636 and $24,260, respectively	��		264,500			270,796
Intangible and other assets, net of accumulated amortization of $108,339 and $82,520, respectively										204,020			215,193


Total assets		$	1,161,411		$	1,152,521			$	1,165,854		$	1,127,353


LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities and stockholders’ equity								Liabilities and stockholders’ equity
Current liabilities
Current portion of long-term debt		$	2,636		$	5,694			$	2,264		$	2,101
Accounts payable			3,698			2,305				1,769			1,821
Income taxes payable			—			191				2,578			4,898
Accrued employee compensation and benefits			3,157			8,961				10,275			13,640
Other accrued expenses			6,764			7,157				13,463			11,561
Interest payable			8,149			2,177				8,091			2,007
Deferred income taxes			477			384
Deferred maintenance and other revenue			36,316			25,679				36,435			30,844


Total current liabilities			61,197			52,548				74,875			66,872
Long-term debt, net of current portion			460,661			466,235				400,300			406,625
Other long-term liabilities			5,093			1,088				8,842			9,991
Deferred income taxes			69,018			69,518				47,019			56,612


Total liabilities			595,969			589,389				531,036			540,100

Commitments and contingencies

Commitments and contingencies (Note 7)
Stockholders’ equity
Common stock			71			71				71			71
Additional paid-in capital			560,337			559,524				586,578			580,225
Accumulated other comprehensive income			3,369			1,699
Accumulated other comprehensive income (loss)										12,541			(17,890	)
Retained earnings			1,733			1,906				40,278			27,282


			565,510			563,200				639,468			589,688
Less: cost of common stock in treasury			(68	)		(68	)			(4,650	)		(2,435	)


Total stockholders’ equity			565,442			563,132				634,818			587,253


Total liabilities and stockholders’ equity		$	1,161,411		$	1,152,521			$	1,165,854		$	1,127,353

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~Condensed consolidated statements of operations (unaudited)


	Three Months			Three Months
	Ended			Ended			Nine months ended
	March 31,			March 31,			September 30,			September 30,
	2007			2006
	(In thousands, except per share data)
(In thousands, except per share data)							2009			2008
	(Unaudited)

Revenues:
Software licenses	$	6,117		$	5,198		$	15,632		$	18,353
Maintenance		14,987			13,042			48,565			48,986
Professional services		4,135			5,178			14,872			18,695
Software-enabled services		30,675			24,947			120,801			125,685


Total revenues		55,914			48,365			199,870			211,719


Cost of revenues:
Software licenses		2,418			2,261			6,304			6,868
Maintenance		6,462			4,799			20,352			20,104
Professional services		3,463			2,982			10,659			11,906
Software-enabled services		17,099			13,254			65,079			68,433


Total cost of revenues		29,442			23,296			102,394			107,311


Gross profit		26,472			25,069			97,476			104,408


Operating expenses:
Selling and marketing		4,108			3,708			15,229			14,701
Research and development		6,267			5,876			19,593			20,341
General and administrative		5,050			4,058			14,683			20,689


Total operating expenses		15,425			13,642			49,505			55,731


Operating income		11,047			11,427			47,971			48,677

Interest expense, net		(11,420	)		(11,509	)		(27,791	)		(31,132	)
Other (expense) income, net		126			(61	)		(1,256	)		278

Loss before income taxes		(247	)		(143	)
(Benefit) provision for income taxes		(74	)		83

Net loss	$	(173	)	$	(226	)
Income before income taxes								18,924			17,823
Provision for income taxes								5,928			5,491

Basic and diluted loss per share	$	(0.02	)	$	(0.03	)

Basic and diluted weighted average number of common shares outstanding		7,087			7,075
Net income							$	12,996		$	12,332


Basic earnings per share							$	1.83		$	1.74


Basic weighted-average number of common shares outstanding								7,103			7,090


Diluted earnings per share							$	1.75		$	1.65


Diluted weighted-average number of common and common equivalent shares outstanding								7,427			7,486

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~Condensed consolidated statements of cash flows (unaudited)


	Three Months			Three Months
	Ended			Ended			Nine months ended
	March 31,			March 31,			September 30,			September 30,
	2007			2006
	(In thousands)
(In thousands)							2009			2008
	(Unaudited)

Cash flow from operating activities:
Net loss	$	(173	)	$	(226	)

Adjustments to reconcile net loss to net cash provided by operating activities:
Net income							$	12,996		$	12,332
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,483			6,569			26,707			26,292
Stock-based compensation								4,363			5,405
Amortization of loan origination costs		566			653			1,724			1,756
Foreign exchange gains on debt		(162	)		—
Equity losses on long-term investment								—			1,039
Loss on sale or disposal of property and equipment								13			1
Deferred income taxes		(326	)		(2,024	)		(8,727	)		(7,433	)
Stock-based compensation expense		813			—
Provision for doubtful accounts		245			306			300			703
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable		(4,667	)		(5,170	)		2,594			(8,437	)
Prepaid expenses and other assets		(316	)		33			132			(1,004	)
Income taxes receivable		(3,244	)		6,049
Accounts payable		1,392			1,125			(184	)		1,014
Accrued expenses and other liabilities		3,563			(3,054	)
Accrued expenses								3,491			4,528
Income taxes payable		(205	)		(136	)		(2,224	)		2,892
Deferred maintenance and other revenues		10,274			11,311			3,815			4,034


Net cash provided by operating activities		16,243			15,436			45,000			43,122


Cash flow from investing activities:
Additions to property and equipment		(2,235	)		(1,096	)		(1,192	)		(6,203	)
Proceeds from sale of property and equipment								3			2
Cash paid for business acquisitions, net of cash acquired		(5,047	)		(11,482	)		(10,327	)		—
Additions to capitalized software								(46	)		—


Net cash used in investing activities		(7,282	)		(12,578	)		(11,562	)		(6,201	)


Cash flow from financing activities:
Cash received from borrowings		3,000			6,000
Repayment of debt		(12,051	)		(11,291	)		(11,735	)		(25,050	)
Exercise of options		—			28			1,991			1,933
Purchase of common stock for treasury								(2,216	)		(1,921	)


Net cash used in financing activities		(9,051	)		(5,263	)		(11,960	)		(25,038	)


Effect of exchange rate changes on cash		105			9			1,684			(728	)

Net increase (decrease) in cash and cash equivalents		15			(2,396	)

Net increase in cash and cash equivalents								23,162			11,155
Cash and cash equivalents, beginning of period		11,718			15,584			29,299			19,175


Cash and cash equivalents, end of period	$	11,733		$	13,188		$	52,461		$	30,330

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

Notes to ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements

~~(Unaudited)~~(unaudited)


1.	Basis of ~~Presentation~~presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. These accounting principles were applied on a basis consistent with those of the audited consolidated financial statements included elsewhere in this prospectus. In the opinion of SS&C Technologies Holdings, Inc. (the “Company”), the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring adjustments, except as noted elsewhere in the notes to the condensed consolidated financial statements) necessary to state fairly its financial position as of ~~March 31, 2007~~September 30, 2009, and the results of its operations and its cash flows for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 and ~~2006.~~2008. These statements do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. The financial statements contained herein should be read in conjunction with the audited consolidated financial statements and footnotes as of and for the year ended December 31, ~~2006~~2008 which are included elsewhere in this prospectus. The December 31, ~~2006~~2008 consolidated balance sheet data were derived from audited ~~consolidated~~ financial statements, but do not include all disclosures required by generally accepted accounting principles for annual ~~consolidated~~ financial statements. The results of operations for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 are not necessarily indicative of the expected results for the full year.


2.	The Transaction

The Company acquired SS&C Technologies, Inc. (“SS&C”) on November 23, 2005 through a merger transaction. The acquisition was accomplished through the merger of Sunshine Merger Corporation, a ~~wholly owned~~wholly-owned subsidiary of the Company, into SS&C, with SS&C being the surviving company and a ~~wholly owned~~wholly-owned subsidiary of the Company (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 to either the successor or predecessor periods for 2005.


3.	~~Stock-based Compensation~~Equity and stock-based compensation

In ~~August 2006,~~April 2008, the ~~Board~~Company’s board of ~~Directors adopted~~directors approved a ~~new equity-based incentive plan (the “2006 Equity Incentive Plan”), which authorizes equity awards~~7.5-for-1 stock split of the Company’s common stock to be ~~granted~~effected in the form of a stock dividend, effective as of April 23, 2008. In November 2008, the Company’s board of directors approved a1-for-7.5 reverse stock split of the Company’s common stock, effectively reversing the April 2008 forward split. All share amounts presented herein have been retroactively restated to reflect the stock split.

In February 2009, the Company’s board of directors approved the immediate vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2006, 2007 or 2008 and established the Company’s annual EBITDA target range for ~~up to 1,314,567 shares~~2009. As of ~~common stock. During the three months ended March 31, 2007,~~that date, the Company granted time-based and performance-based options to purchase 9,200 and 13,800 shares of its common stock, respectively. All options awarded during this period have an exercise price of $74.50 and expire ten years fromestimated the ~~date of grant.~~

~~Time-based options generally vest 25% one year from the date of grant and 1/36~~^th ~~of the remaining balance each month thereafter for 36 months and can also vest upon a change in control, subject to certain conditions. Time-based options during the period have a~~weighted-average fair value of ~~$30.68 per share based on~~ the ~~Black-Scholes option pricing model.~~

~~Certain~~ performance-based options that were vested by the board and those that vest upon the attainment of ~~certain annual~~the 2009 EBITDA ~~targets for~~target range to be $31.00. In estimating the common stock value, the Company ~~during~~valued the ~~five-year period beginning January 1, 2006. Additionally, EBITDA in excess~~Company using the income approach and the guideline company method. The Company used the following weighted-average assumptions to estimate the option value: expected term to exercise of ~~the EBITDA target in any given year shall be applied to the EBITDA~~2.5 years; expected volatility of ~~any previous year for which the EBITDA target was not met in full such that attainment~~38.0%; risk-free interest rate 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 the period have an estimated fair value of $32.54 per share1.2%; and no dividend yield. Expected volatility is based on the ~~Black-Scholes option pricing model. Compensation expense is recorded at the time that the attainment~~historical volatility of the ~~annual and cumulative EBITDA targets becomes probable. The Company did~~Company’s peer

F-5

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~

~~not record stock-based compensation expense related to these options for the three months ended March 31, 2007.~~

For the time-based and performance-based options valued using the Black-Scholes option-pricing model, the Company used the following assumptions: expected term to exercise of 4.0 years and 4.5 years, respectively; expected volatility of 45.85%; risk-free interest rate of 4.51%; 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.

~~The remaining performance-based options vest only upon a change in control in which certain internal rate of return targets are attained. These performance-based options granted during~~During the period have an estimated fair value of $21.23 per share based on an independent valuation using a lattice-based option-pricing valuation model that incorporates a Monte-Carlo simulation. Compensation expense will benine months ended September 30, 2009, the Company recorded ~~at the time that a change in control becomes probable. The Company did not record~~total stock-based compensation expense of $4.4 million, of which $1.7 million related to ~~these~~the performance-based options based upon management’s assessment of the probability that the Company’s EBITDA for 2009 will fall within the ~~three~~targeted range and $0.1 million related to the performance-based options that were immediately vested by the Company’s board of directors in February. Time-based options represented the remaining $2.6 million of compensation expense recorded during the nine months ended ~~March 31, 2007.~~September 30, 2009. The annual EBITDA targets for 2010 and 2011 will be determined by the Company’s board of directors at the beginning of each respective year.

During the nine months ended September 30, 2008, the Company recorded compensation expense of $2.8 million related to the performance-based options based upon management’s assessment of the probability that the Company’s EBITDA for 2008 would fall within the targeted range. Additionally, the Company recorded compensation expense of $2.6 million related to time-based options during the nine months ended September 30, 2008.

The amount of stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 and 2008 was as follows (in thousands):


Statements of operations classification

			Nine months ended
			September 30,
			2009		2008


Statements of operations classification:
Cost of maintenance	$	21	$	89	$	104
Cost of professional services		26		163		178
Cost of software-enabled services		179		875		1,201


Total cost of revenues		226		1,127		1,483
Selling and marketing		131		754		872
Research and development		85		467		572
General and administrative		371		2,015		2,478


Total operating expenses		587		3,236		3,922


Total stock-based compensation expense	$	813	$	4,363	$	5,405

F-6

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

A summary of stock option activity as of and for the ~~three~~nine months ended ~~March 31, 2007~~September 30, 2009 is as follows:



	Shares of holdings
	under option


Outstanding at January 1, ~~2007~~2009		~~1,613,446~~1,513,184
Granted		~~23,000~~30,005
Cancelled/forfeited		(~~17,007~~23,784	)
Exercised		—(29,893	)

Outstanding at ~~March 31, 2007~~September 30, 2009		~~1,619,439~~1,489,512


4.	Comprehensive ~~Income~~income (loss)

~~SFAS No. 130, “Reporting Comprehensive Income”,~~The accounting standard for comprehensive income requires that items defined as comprehensive income, such as foreign currency translation adjustments and unrealized gains (losses) on interest rate swaps, 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.

The following table sets forth the components of other comprehensive income (loss) (in thousands):



	Nine months ended
	September 30,
	2009		2008


Net income	$	12,996	$	12,332
Foreign currency translation gains (losses)		29,410		(16,642	)
Unrealized gains (losses) on interest rate swaps, net of tax		1,021		(47	)


Total comprehensive income (loss)	$	43,427	$	(4,357	)

~~F-6~~F-7

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

Notes to ~~Condensed Consolidated Financial Statements — (Continued)~~condensed consolidated financial statements—
(continued) (unaudited)

~~The following table sets forth the components of comprehensive income (in thousands):~~

Three Months
Three Months

Ended
Ended

March 31,
March 31,

2007 2006

Net loss $ (173 ) $ (226 )
Foreign currency translation gains (losses) 1,976 (1,058 )
Unrealized (losses) gains on interest rate swaps (306 ) 1,536

Total comprehensive income $ 1,497 $ 252


5.	Debt

At ~~March 31, 2007~~September 30, 2009 and December 31, ~~2006,~~2008, debt consisted of the following (in thousands):

March 31,
December 31,

2007 2006

Senior credit facility, revolving portion, weighted-average interest rate of 8.10% $ — $ 3,000
Senior credit facility, term loan portion, weighted-average interest rate of 7.34% and 7.73%, respectively 258,297 263,929
113/4% senior subordinated notes due 2013
205,000 205,000

463,297 471,929
Short-term borrowings and current portion of long-term debt (2,636 ) (5,694 )

Long-term debt $ 460,661 $ 466,235



	September 30,			December 31,
	2009			2008


Senior credit facility, term loan portion, weighted-average interest rate of 2.43% and 3.54%, respectively	$	197,279		$	203,726
113/4% senior subordinated notes due 2013		205,000			205,000
Capital leases		285			—


		402,564			408,726
Current portion of long-term debt		(2,264	)		(2,101	)


Long-term debt	$	400,300		$	406,625

Capitalized financing costs of ~~$0.6~~$1.7 million and ~~$0.7~~$1.8 million were amortized to interest expense during the ~~three~~nine months ended September 30, 2009 and 2008, respectively.

The estimated fair value of the Company’s senior subordinated notes due 2013 was $216.8 million and $180.2 million at September 30, 2009 and December 31, 2008, respectively. The estimated fair value of the Company’s senior subordinated notes was based on quoted market prices and is presented to satisfy the disclosure requirements of the accounting standard for disclosures about fair values of financial instruments.


6.	Derivatives and hedging activities

In March 2008, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance on disclosures for derivative instruments and hedging activities. This accounting standard requires entities to provide enhanced disclosure about how and why the entity uses derivative instruments, how the instruments and related hedged items are accounted for under the accounting standards for accounting for derivative instruments and hedging activities and how the instruments and related hedged items affect the financial position, results of operations, and cash flows of the entity. The Company adopted this accounting standard during the quarter ended March 31, ~~2007 and 2006, respectively.~~2009.

The Company uses interest rate swap agreements to manage the floating rate portion of its debt ~~portfolio. During~~portfolio and follows the ~~three months ended March 31, 2007~~provisions of the accounting standard for derivative instruments and ~~2006,~~hedging activities, which requires that all derivative instruments be recorded on the ~~Company~~balance sheet at fair value.

F-8

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

Quarterly variable interest payments were recognized ~~unrealized losses~~as an increase in interest expense as follows (in thousands):



	Nine months ended
	September 30,
	2009		2008


Interest rate swaps	$	2,815	$	1,545

Changes in the fair value of ~~$0.3 million, net~~the interest rate swaps are not included in earnings but are reported as a component of ~~tax, and unrealized gains of $1.5 million, net of tax, respectively, in~~accumulated other comprehensive income ~~related to~~(“AOCI”). For the nine months ended September 30, 2008 and 2009, the change in ~~market~~the fair value of the ~~swaps.~~ interest rate swaps was as follows (in thousands):



	Nine months ended September 30,
	2009		2008


Amount of gain (loss) recognized in AOCI, net of tax	$	1,021	$	(47	)

The market value of the swaps recorded in ~~other comprehensive income~~AOCI 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~~swap agreements are terminated prior to maturity. As of September 30, 2009, the Company held one receive-variable/pay-fixed interest rate swap with a notional value of $100 million.

On January 1, 2008, the Company adopted the provisions of the accounting standard for fair value measurements with respect to the valuation of its interest rate swap agreements. The Company did not adopt the provisions of that standard as they relate to nonfinancial assets. The major categories of assets that are measured at fair value for which the Company has not applied the provisions include the measurement of fair value in the first step of a goodwill impairment assessment. The fair value measurement standard clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements.

The accounting standard for fair value measurements and disclosure establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company determines the fair value of its interest rate swaps based on the amount at which each could be settled, which is referred to as the exit price. This price is based upon observable

F-9

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

market assumptions and appropriate valuation adjustments for credit risk. The Company has categorized its interest rate swaps as Level 2. The fair value of the Company’s remaining interest rate swap was a liability of $5.1 million and $6.6 million at September 30, 2009 and December 31, 2008, respectively. Of these amounts, $4.1 million and $3.3 million, respectively, is included in other accrued expenses and $1.0 million and $3.3 million, respectively, is included in other long-term liabilities.


6.7.	Commitments and contingencies

From time to time, the Company is subject to 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 litigation or proceedings by third parties that management believes could have a material adverse effect on the Company or its business.


8.	Acquisitions

On March ~~12, 2007,~~20, 2009, the Company purchased substantially all the assets of ~~Northport~~Evare, LLC (“~~Northport”~~Evare”), for approximately ~~$5.1~~$3.5 million in cash, plus the ~~costs of effecting the transaction, and the~~ assumption of certain liabilities. ~~Northport provides accounting~~Evare is a managed utility service provider for financial data acquisition, enrichment, transformation and ~~management services to private equity funds.~~delivery.

The net assets and results of operations of ~~Northport~~Evare have been included in the Company’s consolidated financial statements from March ~~1, 2007.~~21, 2009. 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 trade name, client relationships and client contracts, was determined using the ~~future~~income approach. Specifically, the relief-from-royalty method was utilized for the trade name and the discounted cash flows ~~method.~~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~~trade name is amortized over approximately seven years, and the contractual relationships are amortized over approximately four years, the estimated ~~life~~lives of the assets. The remainder of the purchase price was allocated to ~~goodwill.~~goodwill and is tax deductible.

On May 29, 2009, the Company purchased the assets and related business associated with Unisys Corporation’s MAXIMIS software (“MAXIMIS”) for approximately $6.9 million in cash, plus the assumption of certain liabilities. MAXIMIS is a real-time, intranet-enabled investment accounting application with comprehensive support for domestic and international securities trading.

The net assets and results of operations of MAXIMIS have been included in the Company’s consolidated financial statements from May 29, 2009. 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 and 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

~~F-7~~F-10

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

~~Notes~~the total of current and expected future cash flows for the intangible asset. The completed technology is amortized over approximately 5.5 years, the trade name is amortized over approximately 7.5 years, and the contractual relationships are amortized over approximately 6.5 years, the estimated lives of the assets. The remainder of the purchase price was allocated to ~~Condensed Consolidated Financial Statements — (Continued)~~goodwill and is tax deductible.

The following summarizes the ~~preliminary~~ allocation of the purchase price for the ~~acquisition~~acquisitions of ~~Northport~~MAXIMIS and Evare (in thousands):



				MAXIMIS			Evare


Accounts receivable, net of $11 reserve for Evare				$	—		$	928
Tangible assets acquired, net of cash received	$	605			143			1,090
Completed technology					1,485			—
Trade name					110			150
Acquired client relationships and contracts		1,500			5,420			1,720
Goodwill		3,263			766			500
Deferred revenue		(259	)		(910	)		(28	)
Other liabilities assumed		(35	)		(108	)		(810	)


Consideration paid, net of cash received	$	5,074		$	6,906		$	3,550

The Company reported ~~$0.3~~revenues of $2.1 million and $4.7 million from MAXIMIS and Evare, respectively, from their respective acquisition dates through September 30, 2009. The following unaudited pro forma condensed consolidated results of operations is provided for illustrative purposes only and assumes that the acquisitions of MAXIMIS and Evare occurred at the beginning of the periods presented. 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 the acquisition had actually occurred on that date, nor of the results that may be obtained in ~~revenue from Northport~~the future.



	Nine months ended
	September 30,
	2009		2008


Revenues	$	204,440	$	222,638
Net income		14,650		14,362

During the nine months ended September 30, 2009, the Company received a $0.1 million reimbursement from the ~~acquisition date through March 31, 2007. Pro forma operating results for the 2007 acquisition are not presented because the results would not be significantly different from historical results.~~


7.	~~Income Taxes~~

~~The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax~~escrow account established in multiple state and foreign 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, 1999 and 2003, respectively.

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 $4.2 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 of $3.8 million and to certain related deferred tax assets of $419,000. The Company 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. The Company recognizes accrued interest and penalties relating to the unrecognized tax benefits as a component of the income tax provision.

As of March 31, 2007, the Company had $4.5 million of liabilities for unrecognized tax benefits. Of this amount, $4.4 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. The remainder of the unrecognized tax benefits, if recognized, would decrease the Company’s effective tax rate and increase the Company’s net income.


8.	~~Commitments and Contingencies~~

In connection with the ~~Acquisition, two purported class action lawsuits were filed against SS&C, each~~acquisition of ~~its directors and, with respect to the first matter described below, the Company,~~Micro Design Services, LLC in ~~the Court of Chancery of the State of Delaware, in and for New Castle County.~~October 2008.

~~F-8~~F-11

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries

Notes to ~~Condensed Consolidated Financial Statements — (Continued)~~condensed consolidated financial statements—
(continued) (unaudited)

merger. Each complaint seeks, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it is 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 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. 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 are currently in discovery. The court has set a trial date for July 2008. The Company believes that the claims are without merit and are defending them vigorously.

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.


9.	~~International Sales~~Goodwill

The change in the carrying value of goodwill for the nine months ended September 30, 2009 was as follows (in thousands):


Balance at December 31, 2008	$	822,409
2009 acquisitions		1,266
Adjustments to previous acquisitions		(147	)
Effect of foreign currency translation		29,619

Balance at September 30, 2009	$	853,147


10.	Product and ~~Geography Information~~geographic sales information

The Company operates in one reportable segment, as defined by ~~SFAS No. 131, “Disclosures~~the accounting standard for disclosures about ~~Segments~~segments of an ~~Enterprise and Related Information”.~~enterprise. The Company manages its business primarily on a geographic basis. The Company attributes net sales to an individual country based upon location of the customer. The Company’s geographic regions consist of the United States, Canada, Americas, excluding the United States and Canada, Europe and Asia Pacific and Japan. The European region includes European countries as well as the Middle East and Africa.

Revenues by geography were (in thousands):



	Three Months		Three Months		Nine months ended
	Ended		Ended		September 30,
	March 31,		March 31,		2009		2008
	2007		2006

United States	$	34,347	$	28,223	$	127,213	$	125,665
Canada		8,804		8,191		30,437		34,103
Americas excluding United States and Canada		845		1,065
Americas, excluding United States and Canada						5,924		3,791
Europe		10,741		9,847		30,723		41,775
Asia Pacific and Japan		1,177		1,039		5,573		6,385

	$	55,914	$	48,365
					$	199,870	$	211,719

~~10. Subsequent Event~~

On April 18, 2007, the Board of Directors approved (i) the vesting, as of April 18, 2007, of 50% of the Performance Options granted to the employees of SS&C under the Company’s 2006 Equity Incentive Plan that

~~F-9~~F-12

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Notes to condensed consolidated financial statements—
(continued) (unaudited)

~~Notes to Condensed Consolidated Financial Statements — (Continued)~~Revenues by product group were (in thousands):

would have vested if the Company had met its EBITDA target for fiscal year 2006 set forth in the employees’ stock option agreements (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 set forth in the employees’ stock option agreements. These modifications will result in a compensation charge in the second quarter of 2007 related to the 2006 Performance Options that vested. The probability of attaining the 2007 EBITDA target will be assessed at the end of the second quarter of 2007 based upon the revised target.



	Nine months ended
	September 30,
	2009		2008


Portfolio management/accounting	$	163,715	$	171,955
Trading/treasury operations		17,455		20,056
Financial modeling		6,592		6,691
Loan management/accounting		3,271		3,715
Property management		3,819		4,167
Money market processing		2,894		2,929
Training		2,124		2,206


	$	199,870	$	211,719


11.	Basic and ~~Diluted Loss Per Share~~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 for 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 consist of stock options using the treasury stock method. Common equivalent shares are excluded from the 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. ~~In periods where a net loss is recorded, no effect is given~~Options to ~~potentially dilutive securities since~~purchase 36,637 and 8,214 shares were outstanding at September 30, 2009 and 2008, respectively, but were excluded from the computation of diluted earnings per share because the effect of including the options would be antidilutive. Accordingly, no effect has been given to the assumed exercise of 1,599,782 and 481,912 common stock options outstanding for the three months ended March 31, 2007 and 2006, respectively, since the effect would be antidilutive for the reporting periods. Income available to stockholders is the same for basic and diluted earnings per share. A reconciliation of the shares outstanding is as follows (in thousands):



	Nine months ended
	September 30,
	2009		2008


Weighted average common shares outstanding—used in calculation of basic earnings per share		7,103		7,090
Weighted average common stock equivalents—options		324		396


Weighted average common and common equivalent shares outstanding—used in calculation of diluted earnings per share		7,427		7,486

F-13

SS&C Technologies Holdings, Inc. and subsidiaries
~~F-10~~Notes to condensed consolidated financial statements—
(continued) (unaudited)


12.	Recent accounting pronouncements

In June 2009, the FASB issued “The FASB Accounting Standards Codification (Codification) and the Hierarchy of GAAP”, which establishes the Codification as the single source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. SEC rules and interpretive releases are also sources of authoritative GAAP for SEC registrants. The Codification modifies the GAAP hierarchy to include only two levels of GAAP: authoritative and nonauthoritative. The Company adopted the Codification effective with this filing and, as it is not intended to change or alter existing GAAP, it did not impact the Company’s results of operations, cash flows or financial position.

In May 2009, the FASB issued new accounting guidance related to the accounting and disclosures of subsequent events. This guidance establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The Company adopted this guidance upon its issuance and such adoption did not have a material impact on the Company’s condensed consolidated financial statements. The Company evaluated subsequent events through the date the accompanying financial statements were issued, which was December 28, 2009.

In April 2009, the FASB issued new accounting guidance related to interim disclosures about the fair values of financial instruments, which requires disclosures about fair value of financial instruments not measured on the balance sheet at fair value in interim financial statements as well as in annual financial statements. Prior to this, fair values for these assets and liabilities were only disclosed annually. This new accounting guidance requires all entities to disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments. The Company adopted this guidance upon its issuance and such adoption did not have a material impact on the Company’s condensed consolidated financial statements.

F-14

~~Reports~~Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SS&C Technologies Holdings, Inc.

In our opinion, the accompanying consolidated ~~financial~~balance sheets and the related consolidated statements ~~listed in the accompanying index~~of operations, of cash flows and of stockholders’ equity present fairly, in all material respects, the financial position of SS&C Technologies Holdings, Inc. and its subsidiaries ~~(Successor)~~ at December 31, ~~2006~~2008 and ~~2005~~2007 and the results of their operations and their cash flows for the ~~year~~years ended December 31, ~~2006~~2008, 2007 and ~~for the period from November 23, 2005 through December 31, 2005~~2006 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule, ~~listed in~~Schedule I — condensed financial information of the ~~accompanying index~~registrant, 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~~

~~June 8, 2007~~

~~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 and for the year ended December 31, 2004 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 based on our audits. We conducted our audits of these statementsschedule 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~~December 23, 2009

~~F-11~~F-15

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Consolidated balance sheets

~~CONSOLIDATED BALANCE SHEETS~~


		Successor
		December 31,				December 31,				December 31,			December 31,
		2006				2005
(In thousands, except per share data)										2008			2007
		(In thousands, except per share data)

ASSETS	ASSETS								ASSETS
Current assets:
Cash and cash equivalents		$	11,718			$	15,584			$	29,299		$	19,175
Accounts receivable, net of allowance for doubtful accounts of $1,670 and $2,092, respectively (Note 3)			31,695				32,862
Income taxes receivable			—				8,176
Accounts receivable, net of allowance for doubtful accounts of $1,444 and $1,223, respectively (Note 3)											38,318			39,546
Prepaid expenses and other current assets			7,823				6,236				4,327			7,237
Deferred income taxes											3,777			1,169


Total current assets			51,236				62,858				75,721			67,127


Property and equipment:
Leasehold improvements			2,850				2,422				4,852			4,522
Equipment, furniture, and fixtures			12,168				8,298				20,978			17,532

			15,018				10,720
											25,830			22,054
Less accumulated depreciation			(4,999	)			(431	)			(11,800	)		(9,014	)


Net property and equipment			10,019				10,289				14,030			13,040


Goodwill			820,470				818,180				822,409			860,690
Intangible and other assets, net of accumulated amortization of $24,260 and $1,870, respectively			270,796				285,044
Intangible and other assets, net of accumulated amortization of $82,520 and $55,572, respectively											215,193			249,638


Total assets		$	1,152,521			$	1,176,371			$	1,127,353		$	1,190,495



LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY								LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt (Note 6)		$	5,694			$	10,438			$	2,101		$	2,429
Accounts payable			2,305				2,367				1,821			2,558
Income taxes payable			191				—				4,898			3,181
Accrued employee compensation and benefits			8,961				9,048				13,640			11,668
Other accrued expenses			7,157				8,769				11,561			10,053
Interest payable			2,177				3,082				2,007			2,090
Deferred income taxes (Note 5)			384				1,305
Deferred maintenance and other revenue			25,679				20,566				30,844			29,480


Total current liabilities			52,548				55,575				66,872			61,459
Long-term debt, net of current portion (Note 6)			466,235		��		478,143				406,625			440,580
Other long-term liabilities			1,088				1,257				9,991			10,216
Deferred income taxes (Note 5)			69,518				84,263				56,612			65,647


Total liabilities			589,389				619,238				540,100			577,902

Commitments and contingencies
Stockholders’ equity (Notes 4 and 10):
Common stock, $0.01 par value per share, 10,000 shares authorized; 7,088 and 7,075 shares issued and outstanding, respectively			71				71

Commitments and contingencies (Note 12)
Stockholders’ equity (Notes 4 and 9):
Common stock, $0.01 par value, 10,000 shares authorized; 7,123 shares and 7,089 shares issued, respectively, and 7,100 shares and 7,088 shares outstanding, respectively											71			71
Additional paid-in capital			559,524				554,894				580,225			570,504
Accumulated other comprehensive income			1,699				1,337
Accumulated other comprehensive (loss) income											(17,890	)		33,615
Retained earnings			1,906				831				27,282			8,481

			563,200				557,133
Less: cost of common stock in treasury, 1 share and 0 shares, respectively			(68	)			—
											589,688			612,671
Less: cost of common stock in treasury, 23 shares and 1 share, respectively											(2,435	)		(78	)


Total stockholders’ equity			563,132				557,133				587,253			612,593


Total liabilities and stockholders’ equity		$	1,152,521			$	1,176,371			$	1,127,353		$	1,190,495

The accompanying notes are an integral part of these consolidated financial statements.

~~F-12~~F-16

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Consolidated statements of operations

~~CONSOLIDATED STATEMENTS OF OPERATIONS~~


	Successor						Predecessor
				Period from			Period from					Year Ended December 31,
				November 23,			January 1,
	Year Ended			2005 through			2005 through			Year Ended
	December 31,			December 31,			November 22,			December 31,
(In thousands)												2008			2007			2006
	2006			2005			2005			2004
	(In thousands, except per share data)
Revenues:
Software licenses	$	22,925		$	3,587		$	20,147		$	17,250	$	24,844		$	27,514		$	22,925
Maintenance		55,222			3,701			44,064			36,433		65,178			61,910			55,222
Professional services		19,582			2,520			12,565			11,320		24,352			17,491			19,582
Software-enabled services		107,740			7,857			67,193			30,885		165,632			141,253			107,740


Total revenues		205,469			17,665			143,969			95,888		280,006			248,168			205,469


Cost of revenues:
Software licenses		9,216			856			2,963			2,258		9,198			9,616			9,216
Maintenance		20,415			1,499			10,393			8,462		26,854			26,038			20,415
Professional services		12,575			861			7,849			6,606		16,118			14,277			12,575
Software-enables services		57,810			4,411			37,799			16,444
Software-enabled services													90,263			78,951			57,810


Total cost of revenues		100,016			7,627			59,004			33,770		142,433			128,882			100,016


Gross profit		105,453			10,038			84,965			62,118		137,573			119,286			105,453


Operating expenses:
Selling and marketing		17,598			1,364			13,134			10,734		19,566			19,701			17,598
Research and development		23,620			2,071			19,199			13,957		26,804			26,282			23,620
General and administrative		20,366			1,140			11,944			8,014		26,120			24,573			20,366
Merger costs related to the Transaction		—			—			36,912			—


Total operating expenses		61,584			4,575			81,189			32,705		72,490			70,556			61,584


Operating income		43,869			5,463			3,776			29,413		65,083			48,730			43,869


Interest income		388			30			1,031			1,528		409			939			388
Interest expense		(47,427	)		(4,920	)		(2,092	)		—		(41,539	)		(45,463	)		(47,427	)
Other income, net		456			258			655			99		1,994			1,911			456

(Loss) income before income taxes		(2,714	)		831			3,370			31,040
(Benefit) provision for income taxes (Note 5)		(3,789	)		—			2,658			12,030

Income (loss) before income taxes													25,947			6,117			(2,714	)
Provision (benefit) for income taxes (Note 5)													7,146			(458	)		(3,789	)


Net income	$	1,075		$	831		$	712		$	19,010	$	18,801		$	6,575		$	1,075


Basic earnings per share	$	0.15		$	0.12		$	0.03		$	0.90	$	2.65		$	0.93		$	0.15


Basic weighted average number of common shares outstanding		7,079			7,075			23,300			21,185		7,092			7,088			7,079


Diluted earnings per share	$	0.15		$	0.11		$	0.03		$	0.84	$	2.51		$	0.88		$	0.15


Diluted weighted average number of common and common equivalent shares outstanding		7,316			7,314			24,478			22,499		7,494			7,457			7,316

The accompanying notes are an integral part of these consolidated financial statements.

~~F-13~~F-17

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Consolidated statements of cash flows

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~


	Successor						Predecessor
				Period from			Period from						Year Ended December 31,
				November 23,			January 1,
	Year Ended			2005 through			2005 through			Year Ended
	December 31,			December 31,			November 22,			December 31,
(In thousands)													2008			2007			2006
	2006			2005			2005			2004
	(In thousands)
Cash flow from operating activities:
Net income	$	1,075		$	831		$	712		$	19,010		$	18,801		$	6,575		$	1,075


Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,128			2,301			9,575			4,593			35,038			35,047			27,128
Stock compensation expense		3,871			—			—			—			7,323			10,979			3,871
Foreign exchange gains on debt		(15	)		—			—			—			—			(768	)		(15	)
Amortization of loan origination costs		2,754			159			82			—			2,328			2,317			2,754
Equity earnings in long-term investment		(456	)		—			—			—
Net realized (gains) losses on equity investments		—			—			(641	)		26
Loss (gain) on sale or disposition of property and equipment		4			(15	)		15			(7	)
Equity losses (earnings) in long-term investment														2,098			187			(456	)
Loss on sale or disposition of property and equipment														1			105			4
Deferred income taxes		(10,112	)		(1,107	)		(337	)		1,134			(7,368	)		(6,115	)		(10,112	)
Provision for doubtful accounts		424			41			945			(378	)		865			336			424
Income tax benefit related to exercise of stock options		—			—			3,177			2,720
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable		2,509			(395	)		(5,442	)		1,664			(1,301	)		(6,635	)		2,509
Prepaid expenses and other assets		(2,044	)		(798	)		(1,287	)		271			(2,742	)		(1,723	)		(2,044	)
Income taxes receivable		7,844			654			(8,286	)		—			—			—			7,844
Accounts payable		(114	)		(801	)		240			(340	)		(494	)		101			(114	)
Accrued expenses		(3,088	)		4,178			34,891			2,596			1,581			10,745			(3,088	)
Income taxes payable		(247	)		(3	)		(619	)		521			2,552			2,790			(247	)
Deferred maintenance and other revenue		1,176			(130	)		(909	)		(3,286	)		2,973			3,116			1,176


Net cash provided by operating activities		30,709			4,915			32,116			28,524			61,655			57,057			30,709


Cash flow from investing activities:
Additions to property and equipment		(4,223	)		(276	)		(2,488	)		(1,345	)		(6,746	)		(7,717	)		(4,223	)
Proceeds from sale of property and equipment		1			15			3			7			2			8			1
Cash paid for business acquisitions, net of cash acquired (Note 11)		(13,979	)		—			(207,919	)		(23,541	)
Cash paid for business acquisitions, net of cash acquired (Note 10)														(17,864	)		(5,130	)		(13,979	)
Additions to capitalized software		(425	)		—			—			—			—			—			(425	)
Acquisition of SS&C Technologies, Inc.		—			(877,000	)		—			—
Purchase of long-term investment		—			—			(2,000	)		—
Purchases of marketable securities		—			—			(88,250	)		(165,556	)
Sales of marketable securities		—			—			190,159			101,215


Net cash used in investing activities		(18,626	)		(877,261	)		(110,495	)		(89,220	)		(24,608	)		(12,839	)		(18,626	)


Cash flow from financing activities:
Cash received from other borrowings		17,400			—			83,000			—			—			5,200			17,400
Repayment of debt and acquired debt		(34,518	)		(2,345	)		(8,016	)		—			(25,573	)		(42,688	)		(34,518	)
Issuance of common stock		663			—			930			74,795			—			—			663
Exercise of options		96			—			2,549			2,203			2,398			1			96
Income tax benefit related to exercise of stock options														—			89			—
Purchase of common stock for treasury		(68	)		—			(5,584	)		—			(2,357	)		(10	)		(68	)
Cash received from borrowings for the Transaction		—			490,000			—			—
Initial capital contributions		—			381,000			—			—
Common stock dividends		—			—			(3,718	)		(2,924	)

Net cash (used in) provided by financing activities		(16,427	)		868,655			69,161			74,074

Net cash used in financing activities														(25,532	)		(37,408	)		(16,427	)


Effect of exchange rate changes on cash		478			26			(446	)		274			(1,391	)		647			478

Net (decrease) increase in cash and cash equivalents		(3,866	)		(3,665	)		(9,664	)		13,652

Net increase (decrease) in cash and cash equivalents														10,124			7,457			(3,866	)
Cash and cash equivalents, beginning of period		15,584			19,249			28,913			15,261			19,175			11,718			15,584


Cash and cash equivalents, end of period	$	11,718		$	15,584		$	19,249		$	28,913		$	29,299		$	19,175		$	11,718

Supplemental disclosure of cash flow information
Interest paid	$	45,094		$	2,702		$	1,872		$	9
Income tax refunds, net of payments	$	(635	)	$	—		$	—		$	—
Income taxes paid, net of refunds	$	—		$	407		$	7,441		$	7,713

Supplemental disclosure of cash paid (refunded) for:
Interest													$	38,505		$	43,451		$	45,549
Income taxes, net													$	12,472		$	(1,627	)	$	(635	)
Supplemental disclosure of non-cash investing activities
See Note 11 for a discussion of acquisitions.
Supplemental disclosure of non-cash financing activities
Dividends declared but not paid		—			—			—		$	1,850

See Note 10 for a discussion of acquisitions.

The accompanying notes are an integral part of these consolidated financial statements.

~~F-14~~F-18

SS&C ~~TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES~~Technologies Holdings, Inc. and subsidiaries
Consolidated statements of changes in stockholders’ equity
For the years ended December 31, 2008, 2007 and 2006

~~CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~For the Year Ended December 31, 2004, the Periods January 1, 2005 through~~

~~November 22, 2005 and November 23, 2005 through December 31, 2005 and the Year~~

~~Ended December 31, 2006~~


	Common Stock									Accumulated
	Number				Additional					Other						Total			Total			Common Stock								Accumulated
	of Issued				Paid-in		Retained			Comprehensive			Treasury			Stockholders’			Comprehensive			Number of				Additional				other						Total			Total
	Shares		Amount		Capital		Earnings			Income			Stock			Equity			Income			issued				paid-in		Retained		comprehensive			Treasury			stockholders’			comprehensive
	(In thousands, except per share amounts)																					shares		Amount		capital		earnings		income (loss)			stock			equity			income (loss)

*Predecessor*
Balance, at December 31, 2003		26,806	$	268	$	105,359	$	8,793		$	588		$	(53,420	)	$	61,588
Net income		—		—		—		19,010			—			—			19,010		$	19,010
Foreign exchange translation adjustment		—		—		—		—			263			—			263			263
Change in unrealized gain on investments, net of tax		—		—		—		—			289			—			289			289

Total comprehensive income																			$	19,562

Exercise of options		391		4		2,199		—			—			—			2,203
Issuance of common stock		4,079		41		74,754		—			—			—			74,795
Cash dividends declared — $0.22 per share		—		—		—		(4,774	)		—			—			(4,774	)
Income tax benefit related to exercise of stock options		—		—		2,720		—			—			—			2,720

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		7,075	$	71	$	554,894	$	—		$	—		$	—		$	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		7,075	$	71	$	554,894	$	831		$	1,337		$	—		$	557,133						7,075	$	71	$	554,894	$	831	$	1,337		$	—		$	557,133
Net income		—		—		—		1,075			—			—			1,075		$	1,075			—		—		—		1,075		—			—			1,075		$	1,075
Foreign exchange translation adjustment		—		—		—		—			(273	)		—			(273	)		(273	)		—		—		—		—		(273	)		—			(273	)		(273	)
Change in unrealized gain on interest rate swaps, net of tax		—		—		—		—			635			—			635			635			—		—		—		—		635			—			635			635

Total comprehensive income																			$	1,437																			$	1,437

Stock-based compensation expense		—		—		3,871		—			—			—			3,871						—		—		3,871		—		—			—			3,871
Issuance of common stock		9		—		663		—			—			—			663						9		—		663		—		—			—			663
Exercise of options		4		—		96		—			—			—			96						4		—		96		—		—			—			96
Purchase of common stock		—		—		—		—			—			(68	)		(68	)					—		—		—		—		—			(68	)		(68	)


Balance, at December 31, 2006		7,088	$	71	$	559,524	$	1,906		$	1,699		$	(68	)	$	563,132						7,088	$	71	$	559,524	$	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																							1		—		1		—		—			—			1
Purchase of common stock																							—		—		—		—		—			(10	)		(10	)


Balance, at December 31, 2007																							7,089	$	71	$	570,504	$	8,481	$	33,615		$	(78	)	$	612,593
Net income																							—		—		—		18,801		—			—			18,801		$	18,801
Foreign exchange translation adjustment																							—		—		—		—		(49,078	)		—			(49,078	)		(49,078	)
Change in unrealized gain on interest rate swaps, net of tax																							—		—		—		—		(2,427	)		—			(2,427	)		(2,427	)

Total comprehensive loss																																							$	(32,704	)

Stock-based compensation expense																							—		—		7,323		—		—			—			7,323
Exercise of options																							34		—		2,398		—		—			—			2,398
Purchase of common stock																							—		—		—		—		—			(2,357	)		(2,357	)


Balance, at December 31, 2008																							7,123	$	71	$	580,225	$	27,282	$	(17,890	)	$	(2,435	)	$	587,253

The accompanying notes are an integral part of these consolidated financial statements.

~~F-15~~F-19

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc. and subsidiaries

Notes to ~~Consolidated Financial Statements~~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~~(“Holdings” or the “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.~~&C Technologies, Inc. (“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 notstepped-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-16~~

~~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 allocation of the purchase price was based upon a third-party valuation.

~~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 costbuild-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 5060 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;~~Asset management;

3. Alternative ~~investment managers;~~investments;

4. Financial ~~institutions, such as retail banks and credit unions;~~

~~F-17~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~
markets;

~~Notes to Consolidated Financial Statements — (Continued)~~

5. Commercial ~~lenders;~~lending;

6. Real estate ~~leasing/~~property ~~managers;~~management;

7. Municipal ~~finance groups;~~finance; and

8. ~~Corporate treasury groups.~~Treasury, banks and credit unions.


2.	Summary of ~~Significant Accounting Policies~~significant accounting policies

Use of ~~Estimates~~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.

F-20

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

Principles of ~~Consolidation~~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 earnings and losses from the investment have been recorded on a pre-tax basis. The carrying value of this investment ~~is $2.5~~was zero and $2.1 million at December 31, ~~2006~~2008 and 2007, respectively, 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~~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~~revenue

The Company follows the principles of ~~Statement of Position (SOP)No. 97-2,~~ ~~“Software Revenue Recognition”(“SOP 97-2”),~~accounting standards relating to software revenue recognition, which provides guidance on applying generally accepted accounting principles in

~~F-18~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

recognizing revenue on software transactions.~~SOP 97-2~~ ~~requires~~ Accounting standards require that revenue recognized from software transactions be allocated to each element of the transaction based on the relative fair values of the elements, 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. UnderSOP 97-2,~~ ~~the~~evidence (“VSOE”). The Company recognizes software license ~~revenue~~revenues allocated to software products ~~specified upgrades~~ and enhancements generally upon delivery of each of the related products ~~upgrades~~ 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 VSOE does not exist to support the fair value of the specified upgrade or product.

F-21

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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~~method.

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~~SOP 98-9,~~ ~~“Modification~~ software licenses revenues. The Company uses its renewal rates for maintenance under perpetual license agreements for the purpose of~~SOP 97-2,~~ ~~Software Revenue Recognition, With Respect to Certain Transactions”.~~ 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 thepercentage-of-completion basis. This method requires estimates to be made for costs to complete the agreement utilizing an estimate of developmentman-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 acontract-by-contract basis, and are made in the period in which such losses are first estimated or determined.

Maintenance ~~Agreements~~agreements

Maintenance agreements generally require the Company to provide technical support and software updates (on awhen-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~~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 for professional services on a time and materials basis. However,

F-22

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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.

~~F-19~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~
Software-enabled services

~~Notes to Consolidated Financial Statements — (Continued)~~

~~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~~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~~Capitalization of internally developed computer software costs begins upon the establishment of technological feasibility based on a working model. Net capitalized software costs of ~~$425,000~~$0.1 million and $0$0.3 million are included in the December 31, ~~2006~~2008 and ~~2005~~2007 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 ~~was $0~~ for the ~~year~~years ended December 31, 2008, 2007 and 2006 was $0.1 million, $0.1 million and ~~the period November 23, 2005 through December 31, 2005, $52,000 for the period January 1, 2005 through November 22, 2005~~$0, respectively.

F-23

SS&C Technologies Holdings, Inc. and ~~$57,000 for the year ended December 31, 2004.~~subsidiaries
Notes to consolidated financial statements—(continued)

Stock-based ~~Compensation~~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. UnderUsing the fair value recognition provisions of ~~SFAS 123R,~~relevant accounting literature, 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~~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 the Company’s 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, the Company estimates the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on the Company’s 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.

~~F-20~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~
Other income

~~Notes~~Other income, net for 2008 consists primarily of foreign currency translation gains of $4.0 million, partially offset by a $2.0 million loss relating to ~~Consolidated Financial Statements — (Continued)~~

~~Predecessor~~

~~Prior~~an investment in a private company which is accounted for under the equity method of accounting. 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 ~~closing~~favorable settlement of a liability accrued at the time of the ~~Transaction,~~Company’s acquisition of Financial Models in 2005. Other income, net for 2006 primarily reflects income recorded under 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 2004

Net income, as reported $ 712 $ 19,010
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 ) (1,293 )

Net income, pro forma $ 28,939 $ 17,717

equity method from a private investment.

Income ~~Taxes~~taxes

The Company accounts for income taxes in accordance with ~~SFAS No. 109, “Accounting for Income Taxes”. Under SFAS No. 109,~~the relevant accounting literature, 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 a new accounting standard related to the accounting for uncertainty in income taxes. The new standard contains a two-step approach to recognizing and measuring uncertain tax positions (tax contingencies). 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.

F-24

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

Cash and ~~Cash Equivalents~~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~~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~~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 ~~year~~years ended December 31, 2008, 2007 and 2006 ~~the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~was $4.9 million, $5.1 million and ~~the year ended December 31, 2004 was $4,635,000, $431,000, $3,286,000 and $2,192,000,~~$4.6 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.

~~F-21~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~
Registration costs

~~Notes~~During the year ended December 31, 2007, the Company incurred and capitalized approximately $1.2 million in professional fees and other costs related to ~~Consolidated Financial Statements — (Continued)~~an anticipated initial public offering of its common stock. These costs were recorded in prepaid expenses and other current assets in the consolidated balance sheet at December 31, 2007. During the year ended December 31, 2008, the Company expensed a total of $1.6 million in costs, which are included in general and administrative expenses, that had been incurred related the offering as a result of uncertainty related to the planned offering. The Company withdrew that offering in October 2008.

Goodwill and ~~Intangible Assets~~intangible assets

~~SFAS No. 142, “Goodwill and Other Intangible Assets”, requires that goodwill~~Goodwill and intangible assets with indefinite useful lives ~~no longer be~~are not amortized, but instead beare tested for impairment at least annually. Goodwill must also be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company has completed the required impairment tests for goodwill and has determined that no impairment existed as of December 31, ~~2006~~2008 or ~~2005.~~2007. There were no indefinite-lived intangible assets as of December 31, ~~2006~~2008 or ~~2005.~~2007.

F-25

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

The following table summarizes changes in goodwill (in thousands):


Balance at December 31, 2005	$	818,180
Adjustments related to the Transaction		(9,045	)
2006 acquisitions		11,891


Balance at December 31, 2006				$	820,470
2007 acquisition					3,303
Adjustments to previous acquisitions		(67	)		15
Income tax benefit on Rollover options exercised					(89	)
Effect of foreign currency translation		(489	)		36,991

Balance at December 31, 2006	$	820,470
Balance at December 31, 2007				$	860,690
2008 acquisition					8,937
Adjustments to previous acquisitions					2
Income tax benefit on Rollover options exercised					(578	)
Effect of foreign currency translation					(46,642	)

Balance at December 31, 2008				$	822,409

The adjustments made to reduce deferred tax liabilities, increase deferred revenues and increase deferred financing costs related to the Transaction were made as final information became available for these items.

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 ~~$22,493,000, $1,870,000, $6,237,000~~$30.0 million, $29.8 million and ~~$2,344,000~~$22.5 million for the ~~year~~years ended December 31, ~~2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~2008, 2007 and ~~the year ended December 31, 2004,~~2006, respectively.

A summary of the components of ~~other~~ intangible assets is as follows (in thousands):



							December 31,
	December 31,						2008			2007
	2006			2005

Customer relationships	$	202,353		$	197,222		$	207,757		$	210,128
Completed technology		56,454			55,937			58,046			59,593
Trade names		17,268			17,203			17,391			17,411
Other		2,070			2,074			2,016			2,272

		278,145			272,436
								285,210			289,404
Less: accumulated depreciation		(24,260	)		(1,870	)
Less: accumulated amortization								(82,236	)		(55,430	)

	$	253,885		$	270,566
							$	202,974		$	233,974

F-26

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

Total estimated amortization expense, related to intangible assets, for each of the next five years ending December 31 is expected to approximate (in thousands):


2007	$	28,873
2008		28,786


2009		28,158	$	29,516
2010		27,145		28,366
2011		25,818		26,910
2012				25,231
2013				23,322

	$	138,780	$	133,345

~~F-22~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

Impairment of ~~Long-Lived Assets~~long-lived assets

The Company evaluates the recoverability of itslong-lived assets ~~in accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets to be Disposed of”. The Company~~and assesses potential impairments to ~~its long-lived~~these 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~~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, ~~2006~~2008 and ~~2005,~~2007, the Company had no significant concentrations of credit risk and the carrying value of these assets approximates fair value.

International ~~Operations~~operations and ~~Foreign Currency~~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’~~stockholder’s equity. Foreign currency transaction gains and losses are included in the results of operations in the periods in which they ~~occur and are immaterial for all periods presented.~~occur.

Derivative ~~Instruments~~instruments

The Company uses derivative instruments, consisting of interest ~~rates~~rate swaps, to manage interest rate risk associated with the variable interest rate on its bank credit facility. The Company’s

F-27

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

objective in managing interest rate risk is to manage volatility in the effective cost of debt. The Company accounts for its derivative instruments and hedging activities in accordance with ~~Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments~~relevant accounting standards and ~~Hedging Activities” (“SFAS 133”), which requires that~~ all derivative instruments beare 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.

~~F-23~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

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~~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.

Comprehensive ~~Income~~income

~~SFAS No. 130, “Reporting Comprehensive Income”, requires that items~~Items defined as comprehensive income, such as foreign currency translation adjustments and unrealized gains (losses) on ~~marketable securities, be~~interest rate swaps qualifying as hedges, are separately classified in the financial statements and ~~that~~ the accumulated balance of other comprehensive income beis 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, ~~2006,~~2008, the Company had a balance of ~~$960,000~~$13.6 million in foreign currency translation losses and a balance of $4.3 million (net of taxes of $2.3 million) in unrealized losses on interest rate swaps. At December 31, 2007, the Company had a balance of $35.5 million in foreign currency translation gains and a balance of ~~$739,000~~$1.8 million (net of taxes of ~~$548,000)~~$1.0 million) in unrealized ~~gains~~losses on interest rate swaps.

Reclassification

Certain amounts in prior year consolidated financial statements have been reclassified to be comparable with current year presentation. These reclassifications have had no effect on net income, working capital or net equity.

F-28

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

Recent ~~Accounting Pronouncement~~accounting pronouncements

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”, an interpretation of FAS 109, “Accounting for Income Taxes”, to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. On January 1, 2007, the Company adopted the provisions of FIN 48. At adoption, the Company had $4.2 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 of $3.8 million and to certain related deferred tax assets of $419,000. The Company 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.

~~In September 2006,~~April 2008, the FASB issued ~~SFAS 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted~~new accounting ~~principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements. FAS 157~~guidance related to the determination of the useful life of intangible assets, which is effective for financial statements issued for fiscal years beginning after ~~November 15, 2007,~~December 31, 2008, and interim periods within those fiscal years. Early adoption is prohibited. This standard provides guidance for determining the useful life of a recognized intangible asset and will be applied prospectively to intangible assets acquired after the effective date. The Company ~~does not expect~~plans to adopt this guidance effective January 1, 2009, and its effects on future periods will depend on the nature and significance of any acquisitions subject to the relevant business combination guidance.

In March 2008, the FASB issued accounting guidance related to disclosures about derivative instruments and hedging activities, is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. This guidance applies to all derivative instruments within the scope of which the previous literature issued relating to derivative instruments and hedging activities as well as related hedged items, bifurcated derivatives, and nonderivative instruments that are designated and qualify as hedging instruments. Entities with instruments subject to this guidance must provide more robust qualitative disclosures and expanded quantitative disclosures. The standard is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application permitted. The Company is currently evaluating the ~~adoption~~disclosure implications of ~~FAS 157~~this guidance.

In December 2007, the FASB issued new accounting guidance relating to business combinations, which 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 ~~significant~~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. This standard becomes effective for fiscal periods beginning after December 15, 2008. The impact of this guidance on ~~its~~the Company’s financial ~~position~~statements will depend on the nature and ~~results~~structure of ~~operations.~~future business combinations, including the type of purchase consideration and amount of costs incurred to effect future transactions.

In February 2007, the FASB issued new accounting guidance relating to the fair value option for financial assets and financial liabilities — including an amendment of previously issued accounting literature relating to certain investments in debt and equity securities which is effective for fiscal years beginning after November 15, 2007. This standard permits entities to choose to measure many financial instruments and certain other items at fair value. This guidance also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. Unrealized gains and losses on items for which the fair value option is elected would be reported in earnings. The Company adopted this guidance as of January 1,

F-29

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

2008 and has elected not to measure any additional financial instruments and other items at fair value.

Basic and ~~Diluted Earnings Per Share~~diluted earnings per share

Earnings per share is calculated in accordance with ~~SFAS No. 128, “Earnings Per Share”.~~the relevant standards. 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 consist of stock options using the treasury stock method. Common equivalent shares are excluded from the 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.

~~F-24~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

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
Period

from
from

Year
November 23
January 1
Year

Ended
through
through
Ended

December 31,
December 31,
November 22,
December 31,

2006 2005 2005 2004
Weighted average common shares outstanding 7,079 7,075 23,300 21,185
Weighted average common stock equivalents — options 237 239 1,178 1,314
Weighted average common and common equivalent shares outstanding 7,316 7,314 24,478 22,499



	Year ended December 31,
	2008		2007		2006


Weighted average common shares outstanding—used in calculation of basic earnings per share		7,092		7,088		7,079
Weighted average common stock equivalents—options		402		369		237


Weighted average common and common equivalent shares outstanding—used in calculation of diluted earnings per share		7,494		7,457		7,316

Options to purchase ~~1,133,446, 0, 0~~9,742, zero and ~~117,174~~441,708 shares were outstanding at December 31, ~~2006, December 31, 2005, November 22, 2005~~2008, 2007 and ~~December 31, 2004,~~2006, 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~~receivable

Accounts receivable are as follows (in thousands):



	December 31,
	2008			2007


Accounts receivable	$	28,785		$	29,521
Unbilled accounts receivable		10,977			11,248
Allowance for doubtful accounts		(1,444	)		(1,223	)


Total accounts receivable	$	38,318		$	39,546

F-30

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

The following table represents the activity for the allowance for doubtful accounts during the ~~year~~years ended December 31, ~~2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~2008, 2007 and ~~the year ended December 31, 2004~~2006 (in thousands):


	Successor						Predecessor
				Period from			Period from						Year ended December 31,
Allowance for doubtful accounts:													2008			2007			2006
				November 23			January 1
	Year Ended			through			through			Year Ended
	December 31,			December 31,			November 22,			December 31,
Allowance for Doubtful Accounts:	2006			2005			2005			2004
Balance at beginning of period	$	2,092		$	2,057		$	766		$	1,449		$	1,223		$	1,638		$	2,026
Charge (benefit) to costs and expenses		424			41			945			(378	)
Charge to costs and expenses														865			336			424
Write-offs, net of recoveries		(853	)		(6	)		(280	)		(305	)		(524	)		(812	)		(820	)
Other adjustments		7			—			626			—			(120	)		61			8


Balance at end of period	$	1,670		$	2,092		$	2,057		$	766		$	1,444		$	1,223		$	1,638

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 the client’s payment terms when evaluating the adequacy of the allowance for doubtful accounts.


4.	Stockholders’ ~~Equity~~equity

At December 31, ~~2006,~~2008, 10,000,000 shares of common stock were authorized and ~~7,088,442~~7,122,917 and ~~7,087,529~~7,100,049 shares of common stock were issued and outstanding, respectively. At December 31, ~~2005,~~2007, 10,000,000 shares of common stock were authorized and ~~7,075,074~~7,088,662 and 7,087,654 shares of common stock were issued and ~~outstanding.~~outstanding, respectively.

During the year ended December 31, ~~2006,~~2008, the Company repurchased ~~913~~21,860 shares of common stock at ~~$74.50~~$107.82 per share.

~~F-25~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~
During the year ended December 31, 2007, the Company repurchased 96 shares of common stock at $98.91 per share.

~~Notes to Consolidated Financial Statements — (Continued)~~

5. Income ~~Taxes~~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 December 31,
	Year Ended			through			through		Year Ended		2008		2007			2006
	December 31,			December 31,			November 22,		December 31,
	2006			2005			2005		2004
U.S.	$	(10,670	)	$	(159	)	$	1,650	$	30,634	$	6,671	$	(11,417	)	$	(10,670	)
Foreign		7,956			990			1,720		406		19,276		17,534			7,956

(Loss) income before taxes	$	(2,714	)	$	831		$	3,370	$	31,040

Income (loss) before taxes											$	25,947	$	6,117		$	(2,714	)

F-31

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

The income tax provision (benefit) consists of the following (in thousands):


	Successor						Predecessor
				Period from			Period from
				November 23			January 1					Year ended December 31,
	Year Ended			through			through			Year Ended		2008			2007			2006
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
Current:
Federal	$	1,168		$	334		$	(61	)	$	8,802	$	6,580		$	460		$	1,168
Foreign		3,556			467			2,002			227		7,746			4,406			3,556
State		75			90			371			2,020		94			99			75
Deferred:
Federal		(6,116	)		(575	)		234			497		(7,129	)		(6,262	)		(6,116	)
Foreign		(2,776	)		(258	)		(92	)		—		(1,602	)		441			(2,776	)
State		304			(58	)		204			484		1,457			398			304


Total	$	(3,789	)	$	—		$	2,658		$	12,030	$	7,146		$	(458	)	$	(3,789	)

~~F-26~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

The effective tax rates were 140%, 0%, 78.9% and 38.8% for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively. 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 December 31,
	Year Ended			through			through			Year Ended			2008			2007			2006
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
Computed “expected” tax expense (benefit)	$	(949	)	$	290		$	1,180		$	10,864		$	9,081		$	2,141		$	(949	)
Increase (decrease) in income tax expense resulting from:
State income taxes (net of federal income tax benefit)		248			21			373			1,627			1,008			321			248
Tax-exempt interest income		—			—			(175	)		(267	)
Foreign operations		(1,905	)		(303	)		(390	)		61			(2,333	)		(1,883	)		(1,905	)
Rate change impact on deferred tax assets		(1,228	)		—			—			(126	)
Deal costs (non-deductible)		—			—			1,516			—
Rate change impact on tax liabilities														(581	)		(1,536	)		(1,228	)
Uncertain tax positions														702			646			—
Other		45			(8	)		154			(129	)		(731	)		(147	)		45

(Benefit) provision for income taxes	$	(3,789	)	$	—		$	2,658		$	12,030

Provision (benefit) for income taxes													$	7,146		$	(458	)	$	(3,789	)

The ~~Company has recorded valuation allowances of $5,680,000~~favorable rate change impact on tax liabilities is primarily attributable to a reduction in withholding rates on cross-border activity between Canadian and ~~$2,228,000 at December 31, 2006~~U.S. subsidiaries enacted in 2008 and ~~2005 related~~statutory rate reductions enacted in Canada in 2007 and 2006.

F-32

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to ~~net operating loss carryforwards and tax credits in certain foreign jurisdictions.~~consolidated financial statements—(continued)

The components of deferred income taxes at December 31, ~~2006~~2008 and ~~2005~~2007 are as follows (in thousands):


	Successor
	2006					2005					2008					2007
	Deferred			Deferred		Deferred			Deferred		Deferred			Deferred		Deferred			Deferred
	Tax			Tax		Tax			Tax		tax			tax		tax			tax
	Assets			Liabilities		Assets			Liabilities		assets			liabilities		assets			liabilities


Deferred compensation											$	6,327		$	—	$	4,418		$	—
Net operating loss carryforwards												5,512			—		6,592			—
Interest rate swap												2,382			—		1,041			—
Purchased in-process research and development	$	1,635		$	—	$	2,244		$	—		1,251			—		1,658			—
Net operating loss carryforwards		8,730			—		4,815			—
Accrued expenses												898			—		887			—
Impaired investment interest												738			—		—			—
Tax credit carryforwards												237			—		548			—
Other												—			345		—			449
Property and equipment												—			468		985			—
Acquired technology		9,250			—		2,254			—		—			691		—			3,808
Accounts receivable		287			—		497			—
Tax credit carryforwards		2,356			—		2,101			—
Accrued expenses		921			—		633			—
Fixed assets		726			—		623			—
Deferred revenue		—			—		—			1,528
Intangible assets		—			88,879		—			94,391
Prepaid expenses		—			94		—			181
Capitalized software		4			—		—			15
Other		842			—		—			392
Trade names												—			4,750		—			5,440
Other intangible assets												—			8,122		—			5,616
Customer relationships												—			51,232		—			60,192


Total		24,751			88,973		13,167			96,507		17,345			65,608		16,129			75,505
Valuation allowance		(5,680	)		—		(2,228	)		—		(4,572	)		—		(5,102	)		—


Total	$	19,071		$	88,973	$	10,939		$	96,507	$	12,773		$	65,608	$	11,027		$	75,505

~~F-27~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

~~As of~~At December, 31, ~~2006,~~2008, the Company has not accrued deferred income taxes ~~on $5.6~~of $9.1 million ofon unremitted earnings fromnon-U.S. subsidiaries as such earnings are expected to be reinvested overseas and used to service Canadian debt. At December 31, 2008, the Company had U.S. federal foreign tax credit carryforwards of $0.2 million that begin to expire in 2011.

At December 31, ~~2006,~~2008, the Company had U.S. federal net operating loss carryforwards of ~~$5.2~~$1.2 million that begin to expire in 2017.

~~At December 31, 2006, the Company had state net operating loss carryforwards in various states of $98.5 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.

~~As of~~ At December 31, ~~2006,~~2008, the Company had state net operating loss carryforwards in various states of $65.2 million that expire between 2009 and 2026. The Company anticipates that approximately $54.0 million of these state net operating loss carryforwards will expire unused within the next 12 months. At December 31, 2008, the Company had foreign net operating loss carryforwards other than Japan of ~~$3.6~~$3.4 million, which are available to offset foreign income on an infinite carryforward basis. Japan’s net operating loss carryforward of ~~$0.4~~$0.3 million begins to expire in ~~2007.~~2009.

F-33

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

AtThe Company has recorded valuation allowances of $4.6 million and $5.1 million at December 31, ~~2006,~~2008 and 2007 related to net operating loss carryforwards and tax credits in certain state and foreign jurisdictions. The reduction in the valuation allowance of $0.5 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.

The following table summarizes the activity related to the Company’s unrecognized tax benefits for the years ended December 31, 2008 and 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
Increases related to current year tax positions		375
Lapse of statute of limitation		(19	)
Foreign exchange translation adjustment		(1,020	)

Balance at December 31, 2008	$	5,793

The Company accrued potential penalties and interest on the unrecognized tax benefits of $0.3 million and $0.2 million during 2008 and 2007, respectively, and has recorded a total liability for potential penalties and interest of $0.5 million and $0.3 million at December 31, 2008 and 2007, respectively. Unrecognized tax benefits of approximately $1.4 million are likely to be recognized within the next 12 months due to a lapse of the statute of limitation. These unrecognized tax benefits relate to deductions claimed on tax returns that could be reclassified as capitalized acquisition costs. The Company’s unrecognized tax benefits as of December 31, 2008 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 ~~had~~is no longer subject to examination by tax authorities for years prior to 2002, 2005, 2004 and 2004, respectively. The Company’s U.S. federal income tax ~~credit carryforwards of $0.4 million that begin~~returns are currently under audit for the tax periods ended December 31, 2003 and 2004 and November 23, 2005.

F-34

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to ~~expire in 2011.~~consolidated financial statements—(continued)


6.	Debt and ~~Derivative Instruments~~derivative instruments

At December 31, ~~2006~~2008 and ~~2005,~~2007, debt consisted of the following (in thousands):

Successor
2006 2005

Senior credit facility, revolving portion, weighted-average interest rate of 8.10% and 6.57%, respectively(A) $ 3,000 $ 7,734
Senior credit facility, term loan portion, weighted-average interest rate of 7.73% and 6.90%, respectively(A) 263,929 275,833
113/4% Senior subordinated notes due 2013(B)
205,000 205,000
Other — 14

471,929 488,581
Short-term borrowings and current portion of long-term debt (5,694 ) (10,438 )

Long-term debt $ 466,235 $ 478,143



	2008			2007


Senior credit facility, revolving portion(A)	$	—		$	—
Senior credit facility, term loan portion, weighted-average interest rate of 3.54% and 7.04%, respectively(A)		203,726			238,009
113/4% senior subordinated notes due 2013(B)		205,000			205,000


		408,726			443,009
Short-term borrowings and current portion of long-term debt		(2,101	)		(2,429	)


Long-term debt	$	406,625		$	440,580

On November 23, 2005, in connection with the Transaction, the Company (i) entered into a new ~~$350~~$350.0 million credit facility, consisting of a ~~$200~~$200.0 million term loan facility with SS&C as the borrower, a ~~$75~~$75.0 million-equivalent term loan facility with a Canadian subsidiary as the borrower ($1717.0 million of which is denominated in U.S. dollars and ~~$58~~$58.0 million of which is denominated in Canadian dollars) and a ~~$75~~$75.0 million revolving credit facility, of which ~~$10~~$10.0 million was immediately drawn ($55.0 million of which is denominated in U.S. dollars and $5$5.0 million of which is denominated in Canadian dollars) and (ii) issued ~~$205~~$205.0 million aggregate principal amount of senior subordinated notes. The portion of the term loan facility denominated in Canadian dollars was ~~$51.9~~$36.5 million and ~~$58.8~~$60.0 million, respectively, at December 31, ~~2006~~2008 and ~~2005. The portion of the revolving credit facility denominated in Canadian dollars was $0 and $4.7 million, respectively, at December 31, 2006 and 2005.~~2007. 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. Costs of ~~$2.8~~$2.3 million, $2.3 million and ~~$0.2~~$2.8 million were amortized to interest expense in the ~~year~~years ended December 31, 2008, 2007 and 2006, ~~and the period November 23, 2005 through December 31, 2005,~~

~~F-28~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

respectively. The ~~amount due under the revolving portion~~unamortized balance of ~~the senior credit facility has been classified as a current liability based on~~capitalized financing costs is included in intangible and other assets in the Company’s ~~intent to repay the obligation in 2007.~~consolidated balance sheets.


*(A)*	*Senior ~~Credit Facilities~~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 ~~$2.7~~$2.1 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.

F-35

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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, ~~2006,~~2008, 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 ~~$200.6~~$181.9 million of its variable rate debt. Two of the Company’s swap agreements, ~~are~~one denominated in U.S. dollars with a notional value of $50.0 million and ~~have~~one denominated in Canadian dollars with a remaining notional ~~values~~value of approximately $31.9 million U.S. dollars, expired on December 31, 2008. Under these agreements, the Company was required to pay the counterparty a stream of fixed interest payments of 4.71% and 3.93%, respectively, and in turn, receive variable interest payments based on LIBOR and the Canadian dollar Bankers’ Acceptances, respectively, from the counterparty. The Company’s third swap agreement is denominated in U.S. dollars, has a notional value of $100 million and ~~$50 million and expire~~expires in December ~~2010 and December 2008, respectively.~~2010. Under ~~these agreements,~~this agreement, the Company is required to pay the counterparty a stream of fixed interest payments of 4.78% and ~~4.71%, respectively, and~~ in turn, receive variable interest payments based on LIBOR ~~(5.36%~~(1.46% at December 31, 2006) from the counterparty. The Company’s third swap agreement is denominated in Canadian dollars and has a notional value equivalent to approximately $50.6 million U.S. dollars and expires in December 2008. Under this agreement, the Company is required to

~~F-29~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

~~pay the counterparty fixed interest payments of 3.93% and in turn, receive variable interest payments based on the Canadian dollar Bankers’ Acceptances rate (4.34% at December 31, 2006)~~2008) from the counterparty. The net receipt or payment from the interest rate swap agreements is recorded in interest ~~expense.~~expense and increased net interest expense by $1.9 million during 2008 and decreased net interest expense by $1.2 million during 2007. The interest rate swaps are

F-36

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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.

On January 1, 2008, the Company adopted the provisions of accounting guidance relating to fair value measurements, with respect to the valuation of its interest rate swap agreements. The Company did not adopt the provisions of the new standard as they relate to nonfinancial assets pursuant to additional guidance relating to the effective date of new standard. The major categories of assets that are measured at fair value for which the Company has not applied the provisions of the new fair value measurement guidance include the measurement of fair value in the first step of a goodwill impairment test under applicable accounting literature. The new standard clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements. The adoption of this guidance did not have a material impact on the Company’s results of operations or financial position. In October 2008, the FASB issued additional guidance relating to determining the fair value of a financial asset when the market for that asset is not active, which is effective upon issuance for all financial statements that have not been issued. This guidance clarifies the application of the fair value measurement guidance in a market that is not active. The Company has adopted this guidance effective with this filing. The standard does not have a material impact on the Company’s financial position, financial performance or cash flows.

The accounting guidance relating to fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The Company determines the fair value of its interest rate swaps based on the amount at which it could be settled, which is referred to in the fair value measurements standard as the exit price. This price is based upon observable market assumptions and appropriate valuation adjustments for credit risk. The Company has categorized its interest rate swaps as Level 2 under the relevant guidance. The fair value of ~~derivatives~~the Company’s remaining interest rate swap was ~~approximately $1.3 million and $0.1~~a liability of $6.6 million at December 31, ~~2006 and 2005, respectively, and~~2008. The fair value of the three interest rate swaps at December 31, 2007 was ~~estimated based on past, present and expected future market conditions and represents their carrying values.~~ a liability of $2.9 million.

For the ~~year~~years ended December 31, ~~2006~~2008, 2007 and ~~the period November 23, 2005 through December 31, 2005,~~2006, the Company recognized unrealized losses of $2.4 million and $2.6 million and unrealized gains of ~~$635,000 and $105,000,~~$0.6 million, respectively, net of tax, in ~~Other Comprehensive Income~~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~~to have no ineffectiveness. The fair value of the swaps recorded in ~~Other Comprehensive Income~~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. ~~No amounts are expected~~

F-37

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to ~~be recognized in the statement of operations during 2007.~~consolidated financial statements—(continued)


*(B)*	*113/4% ~~Senior Subordinated Notes~~senior subordinated notes due 2013*

The 113/4% 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 bepari passuin 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 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. An event of default under the senior credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing the senior subordinated notes. As of December 31, ~~2006,~~2008, SS&C was in compliance with the financial covenants.

The estimated fair value of SS&C’s senior subordinated notes due 2013 is ~~$222.4~~$180.2 million at December 31, ~~2006.~~2008. The estimated fair value of SS&C’s senior subordinated notes was based on quoted market prices on or about December 31, ~~2006~~2008 and is presented to satisfy the disclosure requirements of ~~SFAS No. 107, “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.~~relevant accounting literature.

~~F-30~~F-38

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

~~Notes to Consolidated Financial Statements — (Continued)~~

At December 31, ~~2006,~~2008, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):


	Successor

2007	$	2,674
2008		2,674
Year Ending December 31,
2009		2,674	$	2,101
2010		2,674		2,101
2011		5,674		2,101
Thereafter		455,559
2012				197,423
2013				205,000

	$	471,929	$	408,726

~~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, $75,000,000 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 ~~$8,976,000, $625,000, $6,373,000~~$9.5 million, $9.0 million and ~~$3,155,000~~$9.0 million for the ~~year~~years ended December 31, ~~2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~2008, 2007 and ~~the year ended December 31, 2004,~~2006, 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, ~~2006,~~2008, are as follows (in thousands):




Year Ending December 31,

2007	$	8,098
2008		7,297
2009		6,667	$	7,540
2010		6,540		7,170
2011		5,415		5,984
2012 and thereafter		14,741
2012				5,242
2013				4,024
2014 and thereafter				6,178

	$	48,758	$	36,138

~~F-31~~

~~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 $1.4 million, ~~$19,000, $333,000~~$1.5 million and ~~$456,000~~$1.4 million for the ~~year~~years ended December 31, 2008, 2007 and 2006, ~~the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~respectively.

F-39

SS&C Technologies Holdings, Inc. and ~~the year ended December 31, 2004, respectively.~~subsidiaries
Notes to consolidated financial statements—(continued)

Future minimum lease receipts under these leases as of December 31, ~~2006~~2008 are as follows (in thousands):




Year Ending December 31,

2007	$	1,460
2008		1,255
2009		1,114	$	1,191
2010		1,127		1,205
2011		1,127		1,205
2012 and thereafter		2,441
2012				1,205
2013				1,205
2014 and thereafter				200

	$	8,524	$	6,211


8.	~~License and Royalty Agreements~~

The Company has non-exclusive rights to integrate certain third-party software into certain of the Company’s products. Under the terms of an agreement, the licensor of the software is paid royalties based on a percentage of the related license fee revenues collected by the Company. Under another agreement, the Company is obligated to pay at least $25,000 per quarter. The total royalty expense under these agreements for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004 was $412,000, $34,000, $384,000 and $448,000, respectively.


9.	Defined ~~Contribution Plans~~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 ~~year~~years ended December 31, ~~2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~2008, 2007 and ~~the year ended December 31, 2004,~~2006, the Company incurred ~~$998,000, $67,000, $765,000~~$1.3 million, $1.3 million and ~~$710,000,~~$1.0 million, respectively, of matching contribution expenses related to this plan.


~~10.~~9.	Stock ~~Option~~option and ~~Purchase Plans~~purchase plans

~~Successor~~In April 2008, the Company’s board of directors adopted, and its stockholders approved, an equity-based incentive plan (“the 2008 Plan”), which authorizes equity awards to be granted for up to 166,666 shares of the Company’s common stock. Under the 2008 Plan, which became effective in July 2008, 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 not granted any options under the 2008 Plan.

In ~~connection with~~April 2008, the ~~Transaction, options to purchase 968,934 shares~~Company’s board of directors approved a 7.5-for-1 stock split of the ~~Predecessor held by certain employees that were not exercised prior~~Company’s common stock to be effected in the ~~closing~~form of a stock dividend, effective as of April 23, 2008. In November 2008, the Company’s board of directors approved a1-for-7.5 reverse stock split of the ~~Transaction were automatically converted into fully-vested options~~Company’s common stock, effectively reversing the April 2008 forward split. All share amounts presented herein have been retroactively restated to ~~purchase 484,467 shares of Holdings (“Rollover Options”), having~~reflect the ~~same intrinsic value of $27.9 million. The Rollover Options had a weighted-average exercise price of $16.96 per share and a weighted-average remaining life of 6.4 years.~~reverse stock split.

In August 2006, the ~~Board~~Company’s board of ~~Directors~~directors adopted ~~a new equity-based~~the 2006 equity incentive plan (the “Plan”), which authorizes equity awards to be granted for up to 1,314,567 shares of the Company’s common stock. ~~During~~Under the Plan, the exercise price of awards is set on the grant date

~~F-32~~F-40

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

~~Notes to Consolidated Financial Statements — (Continued)~~

and may not be less than the year ended December 31, 2006, the Company granted time-based and performance-based options to purchase approximately 472,032 and 704,299 shares of its common stock, respectively. All options awarded during 2006 have an exercise price of $74.50 andfair 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 ~~vest~~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. There were no time-based options granted during 2008. Time-based options granted during 2007 and 2006 have a weighted-average grant date fair value of $35.57 and $31.08 per share, respectively, based on the Black-Scholes option pricing ~~model with the following assumptions: dividend yield of zero; expected life of four years; expected volatility of 45.85% and risk-free interest rate of 4.86%.~~model. Compensation expense is 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%, ~~which is~~was recorded between the grant date and November 23, 2006, to mirror the vesting. The ~~Company recorded approximately $3.9 million~~fair value of ~~stock-based compensation expense related to these~~time-based options ~~for~~vested during the ~~year~~years ended December 31, ~~2006.~~2008, 2007 and 2006 was approximately $3.4 million, $3.6 million and $3.9 million, respectively. At December 31, ~~2006,~~2008, there iswas approximately ~~$6.0~~$3.1 million of unearned non-cash stock-based compensation that the Company expects to recognize as expense over ~~the next 2.9 years.~~a weighted average remaining period of approximately one year.

~~Performance-based~~Certain performance-based options ~~to purchase approximately 470,000 shares of common stock~~granted under the Plan vest upon the attainment of ~~certain~~ annual EBITDA targets for the Company during the ~~five-year period beginning January 1, 2006.~~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~~There were no such performance-based options granted during 2008. Performance-based options of this type granted during 2007 and 2006 have a weighted-average grant date fair value of $37.68 and $32.98 per share, respectively, based on the Black-Scholes option pricing ~~model with the following assumptions: dividend yield of zero; expected life of 4.5 years; expected volatility of 45.85% and risk-free interest rate of 4.86%.~~model. Compensation expense is recorded at the time that the attainment of the annual and cumulative EBITDA targets becomes probable. In April 2007, the Company’s 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 the modified performance-based options to be $45.45. 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

F-41

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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 ~~record stock-based compensation expense related~~otherwise vest during 2006 or 2007, and (ii) the reduction of the Company’s annual EBITDA target range for 2008. As of that date, the Company estimated the weighted-average fair value of its performance-based options that vest upon the attainment of the 2008 EBITDA target range to be $41.06. In estimating the common stock value, the Company valued the Company using several methods, including the income approach, guideline company method and comparable transaction method. The Company used the following weighted-average assumptions to estimate the option value: expected term to exercise of 2.5 years; expected volatility of 26.0%; risk-free interest rate of 1.735%; and no dividend yield. Expected volatility is based on the 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 fair value of these performance-based options vested during the ~~year~~years ended December 31, ~~2006.~~2008, 2007 and 2006 was approximately $3.9 million, $7.4 million and $0, respectively. In February 2009, the Company’s board of directors approved the vesting of the 2006, 2007 and 2008 performance-based options that did not otherwise vest during 2008. At December 31, ~~2006,~~2008, there iswas approximately ~~$10.4~~$5.7 million of unearned non-cash stock-based compensation that the Company could recognize as expense over approximately the next ~~four~~two years when and if the attainment of the future EBITDA targets ~~become~~becomes probable.

For the time-based and performance-based options valued using the Black-Scholes option-pricing model, the Company used the following assumptions: ~~expected term to exercise of 4.0 years and 4.5 years, respectively; expected volatility of 45.85%; risk-free interest rate of 4.86%; and no dividend yield.~~



	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. There were no options granted during 2008.

The remaining performance-based options ~~to purchase approximately 234,000 shares of common stock~~ vest only upon a change in control in which certain internal rate of return targets are ~~attained. These~~attained (“Liquidity Options”). There were no such performance-based options granted during 2008. Performance-based options of this type granted during 2007 and 2006 have a weighted-average grant date fair value of approximately $8.17 and $21.23 per share, based on a Monte Carlo simulation and the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected life of 2.9 years; expected volatility of 56.7% and risk-free interest rate of 4.77%.respectively. Compensation expense will be recorded at the time that a change in control becomes probable. The Company did not record stock-based

F-42

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

compensation expense related to these options during the ~~year~~years ended December 31, 2008, 2007 and 2006. At December 31, ~~2006,~~2008, there iswas approximately ~~$4.8~~$4.3 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 unvested stock options at December 31, 2005 that carry over into future periods.~~

The Company generally settles stock option exercises with newly issued common shares.

~~F-33~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

The amount of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the ~~year~~years ended December 31, 2008, 2007 and 2006 was as follows (in thousands):



Statement of operations classification			2008		2007		2006
Cost of Maintenance	$	100
Cost of Professional services		124
Cost of Software-enabled services		785


Cost of maintenance			$	142	$	257	$	100
Cost of professional services				240		343		124
Cost of software-enabled services				1,621		2,452		785


Total cost of revenues		1,009		2,003		3,052		1,009
Selling and marketing		647		1,184		1,803		647
Research and development		425		777		1,146		425
General and administrative		1,790		3,359		4,978		1,790


Total operating expenses		2,862		5,320		7,927		2,862


Total stock-based compensation expense	$	3,871	$	7,323	$	10,979	$	3,871

The ~~following table summarizes stock option transactions~~associated future income tax benefit recognized was $2.1 million, $3.2 million and $1.2 million for the years ended December 31, 2008, 2007 and 2006, respectively.

For the year ended December 31, ~~2006:~~

Weighted Average

Shares Exercise Price

Outstanding at December 31, 2005 (Rollover options) 484,467 16.97
Granted 1,176,331 74.50
Cancelled (42,885 ) 74.50
Exercised (4,467 ) 21.34

Outstanding at December 31, 2006 1,613,446 57.37

2008, 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, 2008 was approximately $1.3 million. 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 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~~million.

F-43

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

The following table summarizes stock option transactions for the years ended December 31, 2008, 2007 and 2006:



				Weighted average
	Shares			exercise price


Outstanding at December 31, 2005 (Rollover options)		484,454		$	16.97
Granted		1,176,330			74.50
Cancelled		(42,884	)		74.50
Exercised		(4,466	)		21.34


Outstanding at December 31, 2006		1,613,434			57.37
Granted		43,500			86.00
Cancelled/forfeited		(36,050	)		73.88
Exercised		(224	)		7.33


Outstanding at December 31, 2007		1,620,660			57.78
Granted		—			—
Cancelled/forfeited		(73,219	)		75.40
Exercised		(34,257	)		70.00


Outstanding at December 31, 2008		1,513,184			56.65

The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, ~~2006:~~2008:

Outstanding, Vested Options Currently Exercisable

Outstanding Options Expected to Vest

Outstanding, vested options currently exercisable

Outstanding options expected to vest

Weighted-

Aggregate

Average

average

Weighted-

Intrinsic

Remaining

Weighted-

Aggregate

Remaining

Weighted-

Aggregate

remaining

Weighted-

Aggregate

remaining

Average

Value

Contractual

Average

Intrinsic

Contractual

average

intrinsic

contractual

average

intrinsic

contractual

Exercise Price

(In thousands)

Term (years)

Exercise Price

Value

Term (years)

exercise price

value

term (years)

exercise price

value

term (years)

(In thousands)

602,058

28.60

27,636

6.3

220,406

74.50

—

9.6

1,035,217

$48.13

$38,845

5.7

100,561

$75.53

$1,018

7.7


10.	Acquisitions

~~Predecessor~~

On October 1, 2008, the Company purchased substantially all the assets of Micro Design Services, LLC (“MDS”) for approximately $17.8 million in cash, plus the costs of effecting the transaction, and the assumption of certain liabilities. MDS specializes in the design and development of real-time, mission-critical order routing and execution services for equities, options and commodities exchanges and brokerage firms.

~~Prior~~The net assets and results of operations of MDS have been included in the Company’s consolidated financial statements from October 1, 2008. The purchase price was allocated to tangible and intangible assets based on their fair value at the ~~Transaction, the Company offered an employee stock purchase plan whereby employees could purchase Company stock at a price equal to 85%~~date of ~~the~~acquisition. The fair ~~market~~ value of the ~~Company’s common stock on either the first or last day~~intangible assets, consisting 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.~~completed technology, trade name, client relationships

During 1994, the Board of Directors approved a plan (“1994 Plan”), effective January 1, 1995, for which 1,500,000 shares of common stock were reserved. The 1994 Plan was amended in October 1995 and April 1996 to reserve additional shares of common stock for issuance under the 1994 Plan, bringing the total shares of common stock reserved for issuance to 4,500,000. Options under the 1994 Plan generally vested ratably over four years and expired ten years after the date of grant. The Board of Directors, as of April 30, 1998, decided that no further options would be granted under the 1994 Plan. Under the 1994 Plan, there were options to purchase 0 and 111,401 shares of common stock outstanding as of November 22, 2005 and

~~F-34~~F-44

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

~~Notes~~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 ~~Consolidated Financial Statements — (Continued)~~

~~December 31, 2004, respectively,~~the total of ~~which options~~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 approximately eight years, the estimated lives of the assets. The remainder of the purchase price was allocated to ~~purchase 111,401 shares~~goodwill.

On March 12, 2007, the Company purchased substantially all the assets of ~~common stock were exercisable as~~Northport LLC (“Northport”) for approximately $5.1 million in cash, plus the costs of ~~December 31, 2004.~~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 ~~1996 Director Stock Option Plan (“1996 Plan”) provided for non-employee directors~~consolidated financial statements from March 1, 2007. The purchase price was allocated to ~~receive options to purchase common stock of the Company at an exercise price equal to the~~tangible and intangible assets based on their fair ~~market~~ value ~~of the common stock~~ at the date of ~~grant. Each option granted under~~acquisition. The fair value of the ~~1996 Plan~~intangible assets, consisting of client relationships and client contracts, was ~~fully vested immediately upon~~determined using the ~~option grant date and expired ten years from~~future cash flows method. The intangible assets are amortized each year based on the ~~grant date. On May 23, 2000,~~ratio that current cash flows for the ~~1996 Plan was amended~~intangible asset bear to ~~increase~~ the number of shares of common stock reserved for issuance to 450,000. The 1996 Plan was further amended on May 20, 2004 to increase the number of shares of common stock reserved for issuance to 675,000. At November 22, 2005 and December 31, 2004, there were 0 and 262,500 shares, respectively, available for director option grants. There were options to purchase 0 and 360,000 shares of common stock outstanding as of November 22, 2005 and December 31, 2004, respectively. All options outstanding were exercisable as of December 31, 2004.

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~~current and expected future cash flows for the ~~1998 Plan vested ratably~~intangible asset. The intangible assets are amortized over ~~four~~approximately seven years, ~~and expired ten years subsequent to~~ the grant. Shares available for option grants under the 1998 Plan were 0 and 2,784,048 at November 22, 2005 and December 31, 2004, respectively. There were options to purchase 0 and 1,504,913 shares of common stock outstanding at November 22, 2005 and December 31, 2004, respectively, of which options to purchase 0 and 905,694 shares were exercisable.

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. Allestimated life of the ~~Company’s employees, consultants, and advisors other than~~assets. The remainder of the ~~Company’s executive officers and directors were eligible~~purchase price was allocated 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. Shares available for option grants under the 1999 Plan were 0 and 700,985 at November 22, 2005 and December 31, 2004, respectively. There were options to purchase 0 and 403,148 shares of common stock outstanding at November 22, 2005 and December 31, 2004, respectively, of which options to purchase 0 and 291,767 shares were exercisable.

~~The following table summarizes stock option transactions for the years ended December 31, 2004 and the period January 1, 2005 through November 22, 2005.~~

Weighted Average

Shares Exercise Price

Outstanding at December 31, 2003 2,570,966 $ 5.92
Granted 284,798 22.81
Cancelled (85,291 ) 17.68
Exercised (391,011 ) 5.64

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.

~~F-35~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

~~11. Acquisitions~~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 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 toU.S.-based hedge funds.

F-45

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

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 Micro Design Services, Northport, Zoologic and Cogent (in thousands):

Zoologic Cogent

Tangible assets acquired, net of cash received $ 535 $ 1,074
Completed technology 425 —
Trade names 60 —
Acquired client relationships and contracts 500 4,500
Goodwill 2,524 9,367
Deferred revenue (1,163 ) (756 )
Debt — (300 )
Deferred taxes — (1,755 )
Other liabilities assumed (169 ) (236 )

Consideration paid, net of cash acquired $ 2,712 $ 11,894

~~F-36~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

~~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. Potential earn-out payments may be made by the Company based on revenue growth, if certain 2006 revenue targets, or, under certain circumstances, 2007 revenue targets are 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 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 the Company’s common stock and warrants to purchase 50,000 shares of the Company’s 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

~~F-37~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

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 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.

~~F-38~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

~~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

~~Acquisitions by the Predecessor Company — 2004~~

On April 12, 2004, the Company acquired all of the outstanding shares of OMR Systems Corporation and OMR Systems International, Ltd. (together “OMR”) for $19.7 million, plus the costs of effecting the transaction. OMR provides treasury processing software and software-enabled services to banks in Europe and the United States and offers comprehensive hedge fund administration.

The net assets and results of operations of OMR have been included in the Company’s consolidated financial statements from April 12, 2004. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of intangible assets, including trade names and customer relationships, was based on an independent appraisal and was determined using the income approach. The completed technology is amortized on a straight-line basis over seven years, the estimated life of the product. Other acquired intangibles are amortized over lives ranging from seven to nine years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.

On February 17, 2004, the Company acquired substantially all the assets of NeoVision Hypersystems, Inc. (“NeoVision”) for $1.6 million and the assumption of certain liabilities. The Company paid $0.8 million during the first quarter of 2004 and made the remaining payment in the second quarter of 2004. NeoVision is a provider of tactical visual analytical solutions for the financial industry. NeoVision’s products complement the Company’s existing product offerings and provide traders, brokers and portfolio managers with the ability to quickly track, analyze and assess market positions and performance.

The net assets and results of operations of NeoVision have been included in the Company’s consolidated financial statements from February 15, 2004. 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 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.

On January 16, 2004, the Company acquired substantially all the assets of Investment Advisory Network, LLC (“IAN”) for $3 million and the assumption of certain liabilities. IAN provides web-based wealth management services to financial institutions, broker-dealers and financial advisors who offer managed accounts to the private wealth market.

~~F-39~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

The net assets and results of operations of IAN have been included in the Company’s consolidated financial statements from January 1, 2004. 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 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 OMR, NeoVision and IAN (in thousands):~~


	OMR			NeoVision			IAN
	Micro
Assets acquired, net of cash received	$	8,134		$	9		$	232
Acquired client contracts, customer relationships and trade names		3,800			—			—
										Design			Northport			Zoologic			Cogent


Tangible assets acquired, net of cash received										$	1,216		$	708		$	505		$	1,019
Completed technology		4,400			430			1,100			2,300			—			425			—
Trade names											155			—			60			—
Acquired client relationships and contracts											5,370			1,500			500			4,500
Goodwill		9,249			1,259			1,892			8,937			3,303			2,535			9,328
Liabilities assumed		(6,618	)		(91	)		(255	)
Deferred revenue											(114	)		(350	)		(1,163	)		(756	)
Debt											—			—			—			(300	)
Deferred taxes											—			—			—			(1,755	)
Other liabilities assumed											—			(31	)		(150	)		(142	)


Consideration paid, net of cash acquired	$	18,965		$	1,607		$	2,969		$	17,864		$	5,130		$	2,712		$	11,894

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 Micro Design Services, Northport, Zoologic ~~Cogent, OIS, MarginMan, FI, FMC, EisnerFast, OMR~~ and ~~IAN~~Cogent occurred on January 1, ~~2005.~~2006. 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,		2008		2007		2006
	2006		2005		2005

Revenues	$	208,231	$	18,274	$	179,210	$	285,875	$	258,194	$	219,886
Net income		1,425		907		3,664		20,457		9,828		4,458

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 and NeoVision, as results of operations of these acquisition are not significant to the Company.~~


~~12.~~	~~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.

~~F-40~~F-46

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)


11.	Related party transactions

~~Notes to Consolidated Financial Statements — (Continued)~~

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.

In 2008, the Company agreed to provide fund administration services to certain investment funds affiliated with The Carlyle Group. In 2008, the Company recorded revenue of $0.5 million under this arrangement.


~~13.~~12.	Commitments and ~~Contingencies~~contingencies

In connection with the Acquisition, 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 is Paulena Partners, LLC v. SS&C Technologies, Inc., et al., C.A.No. 1525-N~~ ~~(filed July 28, 2005). The second lawsuit is Stephen Landen v. SS&C Technologies, Inc., et al., C.A.No. 1541-N~~ (filed August 3, 2005). Each complaint purports 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 allege, among other things, that (1) the merger will 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 is inadequate or unfair and does not represent the best 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 seeks, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it is 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 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. 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 are currently in discovery. The court has set a trial date for July 2008. The Company believes that the claims are without merit and are defending them vigorously.

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.


~~14.~~13.	~~International Sales~~Product and ~~Geographic Information~~geographic sales information

The Company operates in one reportable segment, as defined by ~~SFAS No. 131, “Disclosures~~the accounting guidance related to disclosures about ~~Segments~~segments of an ~~Enterprise~~enterprise and ~~Related Information”~~related information”. There were no sales to any individual clients during the periods in the three-year period ended December 31, ~~2006~~2008 that represented 10% or more of net sales. The Company attributes net sales to an individual country based upon location of the client.

~~F-41~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~Notes to Consolidated Financial Statements — (Continued)~~

The Company manages its business primarily on a geographic basis. The Company’s reportable regions consist of the United States, Canada, Americas excluding the United States and Canada, Europe and Asia Pacific and Japan. The European region includes European countries as well as the Middle East and Africa.

The Company relies exclusively on its operations in the Netherlands for sales of its Altair product. Total revenue derived from this product was ~~$2.0~~$2.7 million, ~~$0.6 million, $1.7~~$2.2 million and $2.0 million in the ~~year~~years ended December 31, ~~2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005~~2008, 2007 and ~~the year ended December 31, 2004,~~2006, respectively.

Revenues by geography were (in thousands):


	Successor				Predecessor
			Period from		Period from
			November 23,		January 1,
			2005 through		2005 through				2008		2007		2006
			December 31,		November 22,
	2006		2005		2005		2004
United States	$	122,341	$	10,261	$	91,542	$	74,724	$	169,749	$	147,104	$	122,341
Canada		35,924		2,572		18,406		—		44,112		40,892		35,924
Americas excluding United States and Canada		2,850		370		3,163		3,688		4,448		4,672		2,850
Europe		40,150		4,151		27,737		14,965		53,860		49,612		40,150
Asia Pacific and Japan		4,204		311		3,121		2,511		7,837		5,888		4,204

	$	205,469	$	17,665	$	143,969	$	95,888
									$	280,006	$	248,168	$	205,469

F-47

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)

Long-lived assets as of December 31, were (in thousands):



					2008		2007
	2006		2005

United States	$	20,814	$	17,518	$	20,107	$	20,702
Canada		5,057		6,733		5,132		4,580
Americas excluding United States and Canada		85		81		141		134
Europe		425		349		300		523
Asia Pacific and Japan		125		91		444		124

	$	26,506	$	24,772
					$	26,124	$	26,063

Revenues by product group were (in thousands):



	2008		2007		2006


Portfolio management/accounting	$	223,864	$	192,617	$	152,094
Trading/treasury operations		29,367		29,341		27,686
Financial modeling		8,685		8,919		9,446
Loan management/accounting		5,189		5,120		5,296
Property management		5,874		5,514		5,983
Money market processing		4,032		4,498		4,083
Training		2,995		2,159		881


	$	280,006	$	248,168	$	205,469


14.	Selected quarterly financial data (unaudited)



	First		Second		Third		Fourth
(In thousands)	quarter		quarter		quarter		quarter


2008
Revenue	$	68,523	$	72,195	$	71,001	$	68,287
Gross profit		33,600		35,779		35,029		33,165
Operating income		15,822		17,276		15,579		16,406
Net income		3,736		3,786		4,810		6,469

F-48

SS&C Technologies Holdings, Inc. and subsidiaries
Notes to consolidated financial statements—(continued)



	First			Second			Third		Fourth
(In thousands)	quarter			quarter			quarter		quarter


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


15.	Subsequent ~~Events~~events

On March ~~12, 2007,~~20, 2009, the Company ~~acquired~~purchased substantially all the assets of ~~Northport~~Evare, LLC (“Evare”) for ~~$5.0~~approximately $3.5 million in cash, plus the costs of effecting the ~~acquisition,~~transaction, and the assumption of certain liabilities. ~~Northport provides private equity fund management~~Evare is a managed utility service provider for financial data acquisition, enrichment, transformation and ~~accounting services.~~delivery. The net assets and results of operations of ~~Northport~~Evare will be included in the Company’s consolidated financial statements ~~as of~~from March ~~1, 2007.~~

~~In March 2007, the Company amended its Credit Agreement to reduce the interest rate on the U.S. term loan facility.~~20, 2009.

On ~~April 18, 2007,~~May 29, 2009, the ~~Board~~Company purchased the assets and related business associated with Unisys Corporation’s MAXIMIS software (“MAXIMIS”) for approximately $6.9 million in cash, plus the assumption of ~~Directors approved (i)~~certain liabilities. MAXIMIS is a real-time, intranet-enabled investment accounting application with comprehensive support for domestic and international securities trading. The net assets and results of operations of MAXIMIS will be included in the ~~vesting, as~~Company’s consolidated financial statements from May 29, 2009.

On November 19, 2009, the Company purchased all the outstanding stock of ~~April 18, 2007,~~TheNextRound, Inc. (“TNR”) for approximately $20.6 million in cash, plus the costs of ~~50% of~~effecting the ~~Performance Options granted~~transaction. TNR provides front- and back-office software solutions to the ~~employees~~private equity and alternative investment communities. The net assets and results of ~~SS&C under~~operations of TNR will be included in the Company’s 2006 Equity Incentive Plan that would have vested if the Company had met its EBITDA target for fiscal year 2006 set forth in the employees’ stock option agreements (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 set forth in the employees’ stock option agreements. These modifications will result in a compensation charge in the secondconsolidated financial statements from November 20, 2009.

~~F-42~~F-49

Schedule I—condensed financial information of the registrant
SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.
Parent company balance sheets

~~Notes to Consolidated Financial Statements — (Continued)~~

quarter of 2007 related to the 2006 Performance Options that vested. The probability of attaining the 2007 EBITDA target will be assessed at the end of the second quarter of 2007 based upon the revised target.


~~16.~~	~~Selected Quarterly Financial Data (Unaudited)~~

Successor
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 )

Predecessor Successor
Period from
Period from

October 1,
November 23,

2005 through
2005 through

First
Second
Third
November 22,
December 31,

Quarter Quarter Quarter(1) 2005(1) 2005
(In thousands)

2005
Revenue $ 27,416 $ 40,713 $ 46,110 $ 29,730 $ 17,665
Gross profit 17,608 24,086 26,869 16,402 10,038
Operating income (loss) 9,163 10,741 11,939 (28,067 ) 5,463
Net income (loss) 5,969 6,589 6,995 (18,841 ) 831



	December 31,			December 31,
(In thousands, except per share data)	2008			2007


ASSETS
Cash and cash equivalents	$	—		$	—
Investments in subsidiaries		587,253			612,593


Total assets	$	587,253		$	612,593



LIABILITIES AND STOCKHOLDERS’ EQUITY
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value, 10,000 shares authorized; 7,123 shares and 7,089 shares issued, respectively, and 7,100 and 7,088 shares outstanding, respectively		71			71
Additional paid-in capital		580,225			570,504
Accumulated other comprehensive income		(17,890	)		33,615
Retained earnings		27,282			8,481


		589,688			612,671
Less: cost of common stock in treasury, 23 shares and 1 share, respectively		(2,435	)		(78	)


Total stockholders’ equity		587,253			612,593


Total liabilities and stockholders’ equity	$	587,253		$	612,593


~~(1)~~		~~Includes merger costs associated with the Transaction of $1,171 and $35,741 during the third quarter and the period from October 1, 2005 through November 22, 2005, respectively.~~

~~F-43~~

~~SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF THE REGISTRANT~~

~~SS&C TECHNOLOGIES HOLDINGS, INC.~~

~~PARENT COMPANY BALANCE SHEETS~~

Successor
December 31,
December 31,

2006 2005
(In thousands, except per share data)
ASSETS
Cash and cash equivalents $ — $ —
Investments in subsidiaries 563,132 557,133

Total assets $ 563,132 $ 557,133

LIABILITIES AND STOCKHOLDERS’ EQUITY
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.01 par value per share, 10,000 shares authorized; 7,088 and 7,075 shares issued and outstanding, respectively 71 71
Additionally paid-in capital 559,524 554,894
Accumulated other comprehensive income 1,699 1,337
Retained earnings 1,906 831

563,200 557,133
Less: cost of common stock in treasury, 1 share and 0 shares, respectively (68 ) —

Total stockholders’ equity 563,132 557,133
Total liabilities and stockholders’ equity $ 563,132 $ 557,133

The accompanying notes are an integral part of these financial statements.

~~F-44~~F-50

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.
Parent company statements of operations

~~PARENT COMPANY STATEMENTS OF OPERATIONS~~


			Period from
			November 23,		Year Ended December 31,
	Year Ended		2005 through
	December 31,		December 31,
	2006		2005
(In thousands)					2008		2007		2006
	(In thousands)

Revenues	$	—	$	—	$	—	$	—	$	—
Operating costs and expenses		—		—		—		—		—
Equity in net income of subsidiaries, net of tax		1,075		831		18,801		6,575		1,075


Net income	$	1,075	$	831	$	18,801	$	6,575	$	1,075

The accompanying notes are an integral part of these financial statements.

~~F-45~~F-51

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.
Parent company statements of cash flows

~~PARENT COMPANY STATEMENTS OF CASH FLOWS~~


				Period from
				November			Year Ended December 31,
				25, 2005
	Year Ended			through
	December 31,			December 31,
(In thousands)							2007			2007			2006
	2006			2005
	(In thousands)
Cash flow from operating activities:
Net income	$	1,075		$	831		$	18,801		$	6,575		$	1,075
Equity in net income of subsidiaries, net of tax		(1,075	)		(831	)		(18,801	)		(6,575	)		(1,075	)


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

Supplemental disclosure of cash paid for:
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.

~~F-46~~F-52

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.
Parent company statements of changes in stockholders’ equity
For the years ended December 31, 2006, 2007 and 2008

~~PARENT COMPANY STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~For the Period November 23, 2005 through December 31, 2005 and the Year Ended December 31, 2006~~


	Common Stock								Accumulated
	Number				Additional				Other						Total			Total			Common stock								Accumulated
	of Issued				Paid-in		Retained		Comprehensive			Treasury			Stockholders’			Comprehensive			Number of				Additional				other						Total			Total
	Shares		Amount		Capital		Earnings		Income			Stock			Equity			Income			issued				paid-in		Retained		comprehensive			Treasury			stockholders’			comprehensive
	(in thousands)																				shares		Amount		capital		earnings		income			stock			equity			income
*Successor*
Sale of common stock		7,075	$	71	$	554,894	$	—	$	—		$	—		$	554,965


Balance, at December 31, 2005																						7,075	$	71	$	554,894	$	831	$	1,337		$	—		$	557,133
Net income		—		—		—		831		—			—			831			831			—		—		—		1,075		—			—			1,075		$	1,075
Foreign exchange translation adjustment		—		—		—		—		1,232			—			1,232			1,232			—		—		—		—		(273	)		—			(273	)		(273	)
Change in unrealized gain on interest rate swaps, net of tax		—		—		—		—		105			—			105			105			—		—		—		—		635			—			635			635

Total comprehensive income																			2,168																			$	1,437

Balance, at December 31, 2005		7,075	$	71	$	554,894	$	831	$	1,337		$	—		$	557,133
Stock-based compensation expense																						—		—		3,871		—		—			—			3,871
Issuance of common stock																						9		—		663		—		—			—			663
Exercise of options																						4		—		96		—		—			—			96
Purchase of common stock																						—		—		—		—		—			(68	)		(68	)


Balance, at December 31, 2006																						7,088	$	71	$	559,524	$	1,906	$	1,699		$	(68	)	$	563,132
Net income		—		—		—		1,075		—			—			1,075			1,075			—		—		—		6,575		—			—			6,575		$	6,575
Foreign exchange translation adjustment		—		—		—		—		(273	)		—			(273	)		(273	)		—		—		—		—		34,490			—			34,490			34,490
Change in unrealized gain on interest rate swaps, net of tax		—		—		—		—		635			—			635			635			—		—		—		—		(2,574	)		—			(2,574	)		(2,574	)

Total comprehensive income																			1,437																			$	38,491


Stock-based compensation expense		—		—		3,871		—		—			—			3,871						—		—		10,979		—		—			—			10,979
Issuance of common stock		9		—		663		—		—			—			663
Exercise of options		4		—		96		—		—			—			96						1		—		1		—		—			—			1
Purchase of common stock		—		—		—		—		—			(68	)		(68	)					—		—		—		—		—			(10	)		(10	)

Balance, at December 31, 2006		7,088	$	71	$	559,524	$	1,906	$	1,699		$	(68	)	$	563,132

Balance, at December 31, 2007																						7,089	$	71	$	570,504	$	8,481	$	33,615		$	(78	)	$	612,593
Net income																						—		—		—		18,801		—			—			18,801		$	18,801
Foreign exchange translation adjustment																						—		—		—		—		(49,078	)		—			(49,078	)		(49,078	)
Change in unrealized gain on interest rate swaps, net of tax																						—		—		—		—		(2,427	)		—			(2,427	)		(2,427	)

Total comprehensive income																																						$	(32,704	)

Stock-based compensation expense																						—		—		7,323		—		—			—			7,323
Exercise of options																						34		—		2,398		—		—			—			2,398
Purchase of common stock																						—		—		—		—		—			(2,357	)		(2,357	)


Balance, at December 31, 2008																						7,123	$	71	$	580,225	$	27,282	$	(17,890	)	$	(2,435	)	$	587,253

The accompanying notes are an integral part of these financial statements.

~~F-47~~F-53

SS&C ~~TECHNOLOGIES HOLDINGS, INC.~~Technologies Holdings, Inc.

Notes to ~~Parent Company Financial Statements~~parent company financial statements


1.	Background and ~~Basis~~basis of ~~Presentation~~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~~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.~~2005.

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. Otherwise, the significant accounting policies utilized in the parent company financial statements are consistent with those used in the Holdings’ audited annual financial statements included elsewhere in this prospectus. 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~~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 ~~13,~~12 of the notes to the audited annual consolidated financial statements included elsewhere in this prospectus.

~~F-48~~F-54

Micro Design Services, LLC

Independent Auditors’ Report

To the Members of

Micro Design Services, LLC

We have audited the accompanying balance sheets of Micro Design Services, LLC as of December 31, 2007 and 2006, and the related statements of income and members’ capital, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing and opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects the financial position of Micro Design Services, LLC as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ DEMETRIUS & COMPANY, L.L.C.

Wayne, New Jersey

April 1, 2008, except for

Note 7 dated December 15, 2008

F-55

Micro Design Services, LLC
Balance sheets



	December 31,		December 31,		September 30,
	2007		2006		2008 (Unaudited)


Assets
Current assets:
Cash and cash equivalents	$	579,862	$	1,254,648	$	45,183
Contracts receivable		1,846,521		1,266,159		1,283,241
Prepaid expenses		—		—		40,427
Total Current Assets		2,426,383		2,520,807		1,368,851
Property and equipment, net of accumulated depreciation of $555,729, $527,077, and $584,373		94,361		82,981		66,957
Prepaid compensation		65,226		—		110,635
Security deposit		42,192		42,192		42,192


Total Assets	$	2,628,162	$	2,645,980	$	1,588,635



Liabilities and members’ capital
Accounts payable	$	59,502	$	40,725	$	44,871
Accrued compensation		104,612		109,922		—
Accrued pension contribution		95,124		81,349		80,070
Accrued expenses		8,293		14,186		41,120
Accrued subcontractor expense		—		71,520		—
Deferred revenue		173,480		143,480		119,218
Payroll taxes payable		53,127		43,569		—
Sales tax payable		6,065		4,125		7,438


Total Current Liabilities		500,203		508,876		292,717
Members’ capital		2,127,959		2,137,104		1,295,918


Total Liabilities and Members’ Capital	$	2,628,162	$	2,645,980	$	1,588,635

The accompanying notes are an integral part of the financial statements.

F-56

Micro Design Services, LLC
Statements of income and members’ capital



	Year ended		Year ended		Nine months ended		Nine months ended
	December 31,		December 31,		September 30,		September 30,
	2007		2006		2008 (Unaudited)		2007 (Unaudited)


Revenues
Consulting fees	$	6,567,484	$	5,766,642	$	3,852,722	$	5,831,571
Licensing		1,815,334		1,443,978		1,285,847		1,269,258
Maintenance contracts		740,000		694,168		586,665		543,750
Merchandise, repairs, other		216,742		627,509		143,867		177,151


Total revenues		9,339,560		8,532,297		5,869,101		7,821,730
Costs of Revenues
Consulting fees		3,228,415		2,686,446		2,166,167		2,539,732
Licensing		101,010		97,175		88,351		77,952
Maintenance contracts		165,873		133,639		124,485		131,107
Merchandise, repairs, other		68,010		446,792		37,835		55,985


Total costs of revenue		3,563,308		3,364,052		2,416,838		2,804,776


Gross Profit		5,776,252		5,168,245		3,452,263		5,016,954
Operating Expenses
General and administrative expenses		1,319,013		1,195,843		953,837		1,034,597
Selling and marketing expenses		310,458		372,952		474,220		232,101


Total operating expenses		1,629,471		1,568,795		1,428,057		1,266,698


Income from operations		4,146,781		3,599,450		2,024,206		3,750,256
Other Income
Interest		44,074		49,940		23,753		30,677


Net income		4,190,855		3,649,390		2,047,959		3,780,933
Members’ Capital—Beginning		2,137,104		2,887,714		2,127,959		2,137,104
Less Draws		4,200,000		4,400,000		2,880,000		3,200,000


Members’ Capital—Ending	$	2,127,959	$	2,137,104	$	1,295,918	$	2,718,037

The accompanying notes are an integral part of the financial statements.

F-57

Micro Design Services, LLC

Statements of cash flows



	Year ended			Year ended			Nine months ended			Nine months ended
	December 31,			December 31,			September 30,			September 30,
	2007			2006			2008 (Unaudited)			2007 (Unaudited)


Cash flows from operating activities:
Net Income	$	4,190,855		$	3,649,390		$	2,047,959		$	3,780,933
Adjustments to reconcile net income to cash provided by operations:
Depreciation		28,652			37,431			28,644			35,004
Changes in assets and liabilities:
(Increase) decrease in contracts receivable		(580,362	)		1,189,129			563,280			(1,294,842	)
(Increase) in prepaid expenses		—			—			(40,427	)		—
(Increase) in prepaid compensation		(65,226	)		—			(45,409	)		—
Increase (decrease) in accounts payable		18,777			15,646			(14,631	)		31,588
Increase (decrease) in accrued expenses		(68,948	)		7,934			(86,839	)		326,929
Increase (decrease) in deferred revenue		30,000			51,680			(54,262	)		(131,080	)
Increase (decrease) in payroll and sales taxes payable		11,498			7,139			(51,754	)		(16,592	)


Net Cash Provided by Operating Activities		3,565,246			4,958,349			2,346,561			2,731,940


Cash flows from investing activities:
Purchase of property and equipment		(40,032	)		(18,383	)		(1,240	)		(36,138	)


Net Cash Used in Investing Activities		(40,032	)		(18,383	)		(1,240	)		(36,138	)


Cash flows from financing activities:
Members’ draws		(4,200,000	)		(4,400,000	)		(2,880,000	)		(3,200,000	)


Net Cash Used in Financing Activities		(4,200,000	)		(4,400,000	)		(2,880,000	)		(3,200,000	)


Net Increase (Decrease) in Cash		(674,786	)		539,966			(534,679	)		(504,198	)
Cash and cash equivalents at beginning		1,254,648			714,682			579,862			1,254,648


Cash and Cash Equivalents at End	$	579,862		$	1,254,648		$	45,183		$	750,450

The accompanying notes are an integral part of the financial statements.

F-58

Micro Design Services, LLC

Notes to financial statements December 31, 2007 and 2006


1.	Nature of operations

Micro Design Services, LLC (the Company) was formed in New Jersey in December 1995. The Company is a successor to Micro Design Services, a partnership formed in New Jersey in 1990. The Company is a software development firm that provides electronic trading systems and support systems to financial markets. Typical systems are sold on either a perpetual or term license basis and include Exchange Order Management Systems, MarketLook Systems, Wireless Networks, Hand Held Trading Devices, and Web Based Products. In addition, the Company provides management consulting, systems development and integration for new and legacy systems. The Company sells its products nationally.


2.	Summary of significant accounting policies

Unaudited interim information

The accompanying unaudited interim balance sheet as of September 30, 2008 and the statements of income and members’ capital and cash flows for the nine months ended September 30, 2008 and 2007 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary to present fairly the Company’s financial position as of September 30, 2008 and results of operations and cash flows for the nine months ended September 30, 2008 and 2007. The results of operations for the nine months ended September 30, 2008 and 2007 are not necessarily indicative of the results to be expected for the years ended December 31, 2008 and 2007 or for any other interim period or for any other future year.

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during each of the reporting periods. Actual results could differ from those estimates, and such differences could affect the operations reported in future periods.

Cash and cash equivalents

Cash and cash equivalents include cash on hand, demand deposits and short-term investments with initial maturities of three months or less.

Concentration of credit risk

Financial instruments which potentially expose the Company to concentration of credit risk consist primarily of cash and cash investments and contracts receivable.

F-59

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

The Company places operating cash and temporary cash investments with a high quality financial institution. At times during the year, these amounts exceed the Federal Deposit Insurance Corporation limit. However, management of the Company believes that no significant credit risk exists. The Company invests surplus funds under overnight repurchase agreements with this institution.

Concentration of credit risk

Contracts receivable consists of balances due from a limited number of customers. The Company generally requires no collateral from its customers. The Company maintains an allowance for doubtful accounts based on its analysis of the contracts receivable, historical bad debts, customer creditworthiness, and changes in customer payment terms. To date the Company has not experienced any significant losses with respect to its contracts receivable.

Property and equipment

Property and equipment are stated at cost. Depreciation is provided using accelerated and straight-line methods over their estimated useful lives. Leasehold improvements are amortized over the shorter of the related lease terms or the estimated useful lives. Costs are being depreciated generally over five years which agrees with the amounts permitted under the Internal Revenue Code. Upon retirement or sale, the costs of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the determination of income. Repairs and maintenance costs are expensed as incurred.

Long-lived assets

Long-lived assets include equipment and furniture and fixtures. The Company assess impairments to its long-lived assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. There were no impaired assets for the years ended December 31, 2007 and 2006.

Income taxes

The members of the Company have elected to be treated as a Partnership for Federal and State income tax purposes. Accordingly the Company’s income is included in the taxable income of the members.

Licensing 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. The Company typically licenses its

F-60

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

products under agreements that require monthly licensing fees. The Company generally recognizes license fees under these arrangements on a monthly basis, when the amounts of the fees become determinable and the payments become due.

Maintenance revenue

Maintenance agreements generally require the Company to provide technical support and software updates (on awhen-and-if-available basis) to its clients. Maintenance revenues are recognized ratably over the term of the maintenance agreement.

Deferred revenue consists of payments received related to 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.

Consulting revenue

Advertising and marketing

Advertising and marketing costs are expensed as incurred.

Warranty

The Company’s products are generally subject to warranty, which provides for estimated future costs of repair, replacement or customer accommodation costs. Expenses in connection with satisfying warranties are charged to operations when incurred. Warranty periods are generally 90 days and the costs are typically included in the price of the contract. There was no warranty obligation accrued at December 31, 2007 and 2006 and no warranty expense for the years ended December 31, 2007 and 2006.

Fair value of financial instruments

The carrying amounts of the Company’s financial instruments approximate their fair values as of December 31, 2007 and 2006.

New authoritative accounting pronouncements

In December 2007, the Financial Accounting Standards Board (the FASB) issued SFAS No. 141 (Revised 2007) “Business Combinations” (“SFAS No. 141R”), which requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors, and

F-61

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

other users, all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141R will be effective for acquisitions with a date on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company does not anticipate the adoption of SFAS No. 141R having a significant impact on its financial position, cash flows, and results of operations.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115” (“SFAS No. 159”), which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The Company has adopted SFAS No. 159 and has elected not to measure any additional financial instruments and other items at fair value.

On January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). The Company did not adopt the provisions of SFAS No. 157 as they relate to nonfinancial assets pursuant to FSPFAS 157-2, “Effective Date of FASB Statement No. 157.” The major categories of assets that are measured at fair value for which the Company has not applied the provisions of SFAS No. 157 include the measurement of fair value in the first step of a goodwill impairment test under SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 157 clarifies how companies are required to use a fair value measure for recognition and disclosure by establishing a common definition of fair value, a framework for measuring fair value, and expanding disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the Company’s results of operations or financial position. In October 2008, the FASB issued FSPFAS 157-3 “Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active” (“FSPFAS 157-3”), which is effective upon issuance for all financial statements that have not been issued. FSPFAS 157-3 clarifies the application of SFAS No. 157 in a market that is not active. The Company has adopted FSPFAS 157-3 effective with this filing. FSPFAS 157-3 does not have a material impact on the Company’s financial position, financial performance or cash flows.

SFAS No. 157 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

In June 2006, the FASB issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 requires companies to determine whether it is more likely than not that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recorded in the financial statements. This interpretation also provides guidance on derecognition, classification, accounting in interim periods, and expanded disclosure requirements. FIN 48 is effective for fiscal years beginning after December 15, 2006 for public entities and after December 15, 2008 for private entities. The Company does not anticipate the

F-62

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

adoption of FIN 48 having a significant impact on its financial position, cash flows, and results of operations.

The Company does not anticipate the adoption of any other recently issued accounting pronouncements to have a significant impact on the Company’s financial position, results of operations or cash flows.


3.	Property and equipment

Property and equipment consisted of:



	2007		2006


Furniture and fixtures	$	261,462	$	260,563
Machinery and equipment		388,078		348,945
Organization costs		550		550


		650,090		610,058
Less: accumulated depreciation and amortization		555,729		527,077


	$	94,361	$	82,981

Depreciation expense was $28,652 and $37,431 for the years ended December 31, 2007 and 2006, respectively.


4.	Commitments

The Company has an operating lease for office facilities extending to November 30, 2009. Rent expense amounted to $264,219 and $266,065 for the years ended December 31, 2007 and 2006, respectively. Future minimum rental commitments as of December 31, 2007 were as follows:



2008	$	253,154
2009		232,058

	$	485,212

The Company has an employment agreement with its chief executive officer (CEO) which expires December 31, 2011. Base salary for each year is $250,000. In addition, the CEO will be entitled to an annual performance bonus based on percentages at certain levels of the Company’s net income in each year. Two-thirds of the performance bonus is earned in the year of service and paid to the CEO. One-third is paid by the Company and deposited into an escrow account. The escrow account will be released to the CEO upon the satisfaction of certain performance obligations subsequent to achange-in-control.

F-63

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

The performance bonus calculated and paid for the year ended December 31, 2007 was $195,677. Two-thirds, or $130,451, was recorded as payroll expense and one-third, or $65,226, was recorded as prepaid compensation on the balance sheet.


5.	Employee benefits

The Company has a 401(k) Salary Savings Plan (the Plan) which allows the Company to make safe harbor, profit sharing and matching contributions for all participating employees as specified by the Plan.

The Plan covers substantially all of its employees having at least one year of service before December 31st of each year and have attained the age of 21. Under the Plan the employees may elect to defer up to 50% of their salary limited by IRS contribution limits.

The Company’s profit sharing plan, which covers substantially all employees, has been incorporated into the 401(k) Plan and has adopted the vesting and eligibility requirements of that Plan. The Company is required to make a 3% safe harbor payment to all eligible employees. Company contributions, except for safe harbor, are at the discretion of the Board of Directors and are limited to amounts allowed under the Internal Revenue Code. The company’s required safe harbor contribution was $95,124 and $81,349 for the years ended December 31, 2007 and 2006, respectively.


6.	Contracts receivable

Contracts receivable at December 31, 2007 and 2006 consisted of:



	2007		2006


Billed	$	1,461,896	$	931,064
Unbilled		384,625		335,095


		1,846,521		1,266,159
Less: allowance		—		—


	$	1,846,521	$	1,266,159

F-64

Micro Design Services, LLC

Notes to financial statements

December 31, 2007 and 2006—(continued)

Customers with contracts receivable are primarily located in the New York City metropolitan area.

Concentrations were as follows:



	# of		% of		# of		% of contracts
	customers		revenues		customers		receivable


2007		1		59%		1		67%
2006		3		81%		2		57%


7.	Subsequent event

On October 1, 2008, the Company sold substantially all of its net assets to SS&C Technologies, Inc. for approximately $16,035,000 in cash and a two-year receivable escrow of $1,720,000.

The presentation of the statements of income and members’ capital for the years ended December 31, 2007 and 2006 has been reclassified to conform to SS&C Technologies, Inc.’s financial statement presentation.

F-65

SS&C Technologies Holdings, Inc.
Unaudited pro forma combined condensed
financial statements

Basis of presentation

The following unaudited pro forma condensed combined statement of operations for the year ended December 31, 2008 has been developed by applying pro forma adjustments to the audited historical statements of operations of SS&C Holdings appearing elsewhere in this prospectus. The unaudited pro forma condensed combined statement of operations gives effect to the acquisition of Micro Design Services, LLC, which we refer to as “MDS,” as if it had occurred on January 1, 2008. Only MDS is included in the pro forma adjustment since it was the only significant acquisition during 2008. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma condensed combined financial statement.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma condensed combined financial information does not purport to represent what our results of operations would have been had the MDS acquisition actually occurred on the date indicated and they do not purport to project our results of operations for any future period. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed combined statement of operations.

A description of the acquisition of MDS is fully described in the notes to the consolidated financial statements of SS&C Technologies Holdings, Inc. for the period ended December 31, 2008 which appear elsewhere in this prospectus.

You should read the unaudited pro forma condensed combined statement of operations and the related notes thereto in conjunction with the information contained in “Capitalization,” “Selected historical financial data,” “Management’s discussion and analysis of financial condition and results of operations” and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

F-66

SS&C Technologies Holdings, Inc.
Unaudited pro forma combined condensed
statement of operations
Year ended December 31, 2008



						Pro forma
(In thousands)	Historical			Historical		adjustments			Pro forma
(unaudited)	SS&C Holdings			MDS		(note 4)			combined


Revenues	$	280,006		$	5,869	$	—		$	285,875
Cost of revenues		142,433			2,417		1,020	^a		145,870
Operating expenses
Selling, general and administrative		45,686			1,428		24	^b		47,138
Research and development		26,804			—					26,804


Total operating expenses		72,490			1,428		24			73,942
Income from operations		65,083			2,024		(1,044	)		66,063
Interest and other (expense) income, net		(39,136	)		24		(214	)^c		(39,326	)


Income before income taxes		25,947			2,048		(1,258	)		26,737
Provision for income taxes		7,146			—		284	^d		7,430


Net income	$	18,801		$	2,048	$	(1,542	)	$	19,307

F-67

Notes to unaudited pro forma condensed combined statement of operations

The following adjustments were applied to the historical statements of operations for the Company and MDS for the year ended December 31, 2008 (in thousands):




(a) To record the following for the year ended December 31, 2008: Amortization of purchased technology and acquired customer relationships.			1,020
The amortization of purchased technology and customer relationships has been calculated based on a fair value basis of $7,675, amortized over estimated lives ranging from six to eight years.
(b) To record the following for the year ended December 31, 2008: Amortization of trade names.			24
The amortization of trade names has been calculated based on a fair value basis of $150, amortized over an estimated useful life of approximately six years.
(c) To record the following for the year ended December 31, 2008: Decrease in interest income related to use of $17,865 in cash for the acquisition, using a 1.2% interest rate.			214
(d) To record the following for the year ended December 31, 2007: Provision for income taxes on MDS’ net income, adjusted for pro forma entries, based on the Company’s domestic statutory tax rate of 36%.			284

F-68

~~PART~~Part II

~~INFORMATION NOT REQUIRED IN PROSPECTUS~~Information not required in prospectus


Item 13.	*Other ~~Expenses~~expenses of ~~Issuance~~issuance and ~~Distribution.~~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 ~~National Association of Securities Dealers~~Financial Industry Regulatory Authority, Inc. filing fee and the ~~NASDAQ Global Market~~stock exchange listing fee.


~~Securities and Exchange Commission registration fee~~	$	*
~~NASD, Inc. filing fee~~		*
~~NASDAQ Global Market listing fee~~		*
~~Printing and engraving expenses~~		*
~~Legal fees and expenses~~		*
~~Accountants’ fees and expenses~~		*
~~Blue Sky fees and expenses~~		*
~~Transfer Agent’s fees and expenses~~		*
~~Miscellaneous~~		*

~~Total~~	$	*




Securities and Exchange Commission registration fee	$	21,390
Financial Industry Regulatory Authority, Inc. filing fee		30,500
Stock exchange 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.


*		~~To be filed by amendment.~~


Item 14.	*Indemnification of ~~Directors~~directors and ~~Officers.~~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

II-1

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,

~~II-1~~

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 anor 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 ~~or,~~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.

II-2


Item 15.	*Recent ~~Sales~~sales of ~~Unregistered Securities.~~unregistered securities.*

Since the inception of SS&C Holdings we have issued the following securities that were not registered under the Securities ~~Act of 1933:~~Act:


*(a)*	*Issuances of ~~Capital Stock.~~capital stock.*

(1) On November 23, 2005, in connection with the Transaction, we issued (A) 4,915,571 shares of our common stock to Carlyle Partners IV, L.P. (an investment fund affiliated with Carlyle) and 198,524 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) 1,960,979 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 2006 and November 2006, we sold an aggregate of 8,900 shares of restricted common stock at a price per share of $74.50 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 ~~Section 3(b) of the Securities Act and~~ Rule 701 promulgated ~~thereunder.~~under the Securities Act.

~~II-2~~


*(b)*	*Stock ~~Option Grants.~~option grants.*

(1) Between August 9, 2006 and ~~May 31, 2007,~~September 30, 2009, we granted stock options to purchase an aggregate of ~~1,216,831~~1,249,835 shares of our common stock with exercise prices ranging from $74.50 to $98.91 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 ~~484,467~~484,460 shares of our common stock with exercise prices ranging from $5.25 to ~~$63.71~~$63.72 per share.

(3) An aggregate of ~~4,468~~68,840 shares of our common stock have been issued upon the exercise of stock options for an aggregate consideration of ~~$95,324~~$4,486,644 as of ~~May 31, 2007.~~September 30, 2009.

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 ~~Section 3(b) of~~Rule 701 promulgated under the Securities Act, ~~and Rule 701 promulgated thereunder,~~ 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

II-3

appropriate legends setting forth that the securities had not been registered and the applicable restrictions on transfer.


Item 16.	*Exhibits and ~~Financial Statement Schedules.~~financial statement schedules.*

(a) Exhibits



Number			Description


	1	.1*	Form of Underwriting Agreement
	2	.1†	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 onForm 8-K, filed on July 28, 2005(File No. 000-28430)
	2	.2†	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 onForm 8-K, filed on August 30, 2005 (FileNo. 000-28430)
	2	.3†	Asset Purchase Agreement, dated September 30, 2008, by and among SS&C Technologies New Jersey, Inc., Micro Design Services, LLC and, for the limited purposes stated therein, Roman J. Szymansky and Xavier F. Gonzales is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on October 2, 2008 (FileNo. 333-135139)
	3	.1*	Certificate of Incorporation of the Registrant, as amended
	3	.2	Bylaws of the Registrant, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement onForm S-1, as amended (FileNo. 333-143719) (the“Form S-1”)
	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 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Inc’s Registration Statement onForm S-4, as amended (FileNo. 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 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to theForm S-4
	4	.3	Second Supplemental Indenture, dated as of September 1, 2009, among SS&C Technologies Connecticut, LLC, SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on September 4, 2009 (FileNo. 000-28430) (the “September 4, 20098-K”)

~~II-3~~

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 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4
4 .3 Guarantee of 113/4% 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 113/4% 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
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

II-4

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, as amended
10 .14* Form of Stock Option Grant Notice and Stock Option Agreement
10 .15 Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 15, 2006 (File No. 000-28430) (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 Contract of Employment between Kevin Milne and SS&C Technologies, Inc., effective as of June 9, 2004, is incorporated herein by reference to Exhibit 10.4 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 (File No. 000-28430)
10 .19 Compromise Agreement between Kevin Milne and SS&C Technologies Limited, dated as of October 31, 2006 is incorporated herein by reference to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-28430)
10 .20 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 16, 2007 (File No. 000-28430)
10 .21 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 .22 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 .23 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 .24 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 .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 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



Number			Description


	4	.4	Third Supplemental Indenture, dated as of December 22, 2009, among TheNextRound, Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.2 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on December 23, 2009 (FileNo. 000-28430) (the “December 23, 20098-K”)
	4	.5	Guarantee of 113/4% 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 theForm S-4
	4	.6	Guarantee of 113/4% Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to theForm S-4
	4	.7	Guarantee of 113/4% Senior Subordinated Notes due 2013 by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.4 to the September 4, 20098-K
	4	.8	Guarantee of 113/4% Senior Subordinated Notes due 2013 by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.3 to the December 23, 20098-K
	4	.9	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 theForm S-4
	4	.10	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 theForm S-4
	4	.11	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 theForm S-4
	4	.12	Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to theForm S-4
	4	.13	Joinder Agreement, dated as of September 1 2009, executed by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.5 to the September 4, 20098-K
	4	.14	Joinder Agreement, dated as of December 22, 2009, executed by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.4 to the December 23, 20098-K
	4	.15	Specimen certificate evidencing shares of common stock is incorporated herein by reference to Exhibit 4.9 to theForm S-1
	5	.1*	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

II-5

Number

Description

10 .27 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. 000-28430)
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)



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 theForm S-4
	10	.2	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 onForm 8-K, filed on March 9, 2007 (FileNo. 333-135139)
	10	.3	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 theForm S-4
	10	.4	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 theForm S-4
	10	.5	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 theForm S-4
	10	.6	Assumption Agreement, dated as of August 31, 2009, made by SS&C Technologies Connecticut, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the September 4, 20098-K
	10	.7	Assumption Agreement, dated as of December 22, 2009, made by TheNextRound, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the December 23, 20098-K
	10	.8	Acknowledgment and Confirmation Agreement, dated as of August 31, 2009, among SS&C Technologies Canada Corp., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch, is incorporated herein by reference to Exhibit 10.2 to the September 4, 20098-K
	10	.9	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 theForm S-4
	10	.10	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 is incorporated herein by reference to Exhibit 10.28 to theForm S-1

II-6



Number			Description


	10	.11	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 theForm S-4
	10	.12	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 theForm S-4
	10	.13	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. is incorporated herein by reference to Exhibit 10.29 to theForm S-1
	10	.14	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 theForm S-4
	10	.15	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. is incorporated herein by reference to Exhibit 10.30 to theForm S-1
	10	.16	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 theForm S-4
	10	.17*	Fund Administration Services Agreement, dated August 12, 2008, by and among Walkers SPV Limited in its capacity as trustee of the Carlyle Series Trust and its classes orsub-trusts, Carlyle Loan Investment Ltd., CLP Cayman Holdco, Ltd., CCPMF Cayman Holdco, Carlyle Credit Partners Financing I, Ltd., Carlyle Investment Management, L.L.C. and SS&C Technologies, Inc.
	10	.18	1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to theForm S-4
	10	.19	1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to theForm S-4
	10	.20	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 theForm S-4
	10	.21	2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on August 15, 2006 (FileNo. 333-135139) (the “August 15, 20068-K”)
	10	.22	Form of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement is incorporated herein by reference to Exhibit 10.14 to theForm S-1
	10	.23	Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 20068-K
	10	.24	Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 20068-K

II-7



Number			Description


	10	.25	2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to theForm S-1
	10	.26	Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement is incorporated herein by reference to Exhibit 10.27 to theForm S-1
	10	.27	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 theForm S-4
	10	.28	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 onForm 10-K for the year ended December 31, 1997 (FileNo. 000-28430)
	10	.29	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 onForm 10-K for the year ended December 31, 2004 (FileNo. 000-28430) (the “200410-K”)
	10	.30	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 200410-K
	10	.31	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 onForm 10-Q for the quarterly period ended June 30, 2005 (FileNo. 000-28430) (the “Q2 200510-Q”)
	10	.32	Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.25 to theForm S-1
	10	.33	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 200510-Q
	21	*	Subsidiaries of the Registrant
	23	.1*	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	23	.2	Consent of PricewaterhouseCoopers LLP
	23	.3	Consent of Demetrius & Company, L.L.C.
	24		Powers of Attorney (included in the signature pages to this registration statement)


*		To be filed by ~~amendment~~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.

II-8


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 initialbona fideoffering thereof.

(3) For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4) In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the

~~II-6~~
II-9

following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-10

~~SIGNATURES~~Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this ~~registration statement~~Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Windsor, State of Connecticut on ~~June 13, 2007.~~December 28, 2009.

SS&C TECHNOLOGIES HOLDINGS, INC.


	By:	/s/ William C. Stone

William C. Stone

Chairman of the Board and Chief Executive

Officer

~~SIGNATURES AND POWER OF ATTORNEY~~Signatures and power of attorney

We, the undersigned officers and directors of SS&C Technologies Holdings, Inc., hereby severally constitute and appoint William C. Stone and Patrick J. Pedonti, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this ~~registration statement~~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)	~~June 13, 2007~~December 28, 2009

/s/ Patrick J. Pedonti Patrick J. Pedonti	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	~~June 13, 2007~~December 28, 2009

/s/ Normand A. Boulanger Normand A. Boulanger	Director	~~June 13, 2007~~December 28, 2009

/s/ ~~William A. Etherington~~Campbell R. Dyer ~~William A. Etherington~~Campbell R. Dyer	Director	~~June 13, 2007~~December 28, 2009

/s/ ~~Allan M. Holt~~William A. Etherington ~~Allan M. Holt~~William A. Etherington	Director	~~June 13, 2007~~December 28, 2009

II-11


Signatures	Title	Date

/s/ Allan M. Holt Allan M. Holt	Director	December 28, 2009

~~/s/ Todd R. Newnam~~ ~~Todd R. Newnam~~	~~Director~~	~~June 13, 2007~~

/s/ Claudius E. Watts IV Claudius E. Watts IV	Director	~~June 13, 2007~~December 28, 2009

~~II-7~~II-12

~~EXHIBIT INDEX~~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* By-laws of the Registrant
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 By-laws 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 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% 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 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4
4 .3 Guarantee of 113/4% 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 113/4% 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
5 .1* Opinion of Wilmer Cutler Pickering Hale and Dorr LLP



Number			Description


	1	.1*	Form of Underwriting Agreement
	2	.1†	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 onForm 8-K, filed on July 28, 2005 (FileNo. 000-28430)
	2	.2†	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 onForm 8-K, filed on August 30, 2005 (FileNo. 000-28430)
	2	.3†	Asset Purchase Agreement, dated September 30, 2008, by and among SS&C Technologies New Jersey, Inc., Micro Design Services, LLC and, for the limited purposes stated therein, Roman J. Szymansky and Xavier F. Gonzales is incorporated herein by reference to Exhibit 2.1 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on October 2, 2008 (FileNo. 333-135139)
	3	.1*	Certificate of Incorporation of the Registrant, as amended
	3	.2	Bylaws of the Registrant, as amended, are incorporated herein by reference to Exhibit 3.2 to the Registrant’s Registration Statement onForm S-1, as amended (FileNo. 333-143719) (the“Form S-1”)
	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 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to SS&C Technologies, Inc’s Registration Statement onForm S-4, as amended (FileNo. 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 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to theForm S-4
	4	.3	Second Supplemental Indenture, dated as of September 1, 2009, among SS&C Technologies Connecticut, LLC, SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on September 4, 2009 (FileNo. 000-28430) (the “September 4, 20098-K”)

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, as amended
10 .14* Form of Stock Option Grant Notice and Stock Option Agreement
10 .15 Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to SS&C Technologies, Inc.’s Current Report on Form 8-K, filed on August 15, 2006(File No. 000-28430) (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 Contract of Employment between Kevin Milne and SS&C Technologies, Inc., effective as of June 9, 2004, is incorporated herein by reference to Exhibit 10.4 to SS&C Technologies, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 (File No. 000-28430)
10 .19 Compromise Agreement between Kevin Milne and SS&C Technologies Limited, dated as of October 31, 2006 is incorporated herein by reference to SS&C Technologies, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 000-28430)



Number			Description


	4	.4	Third Supplemental Indenture, dated as of December 22, 2009, among TheNextRound, Inc., SS&C Technologies, Inc. and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 10.2 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on December 23, 2009 (FileNo. 000-28430) (the “December 23, 20098-K”)
	4	.5	Guarantee of 113/4% 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 theForm S-4
	4	.6	Guarantee of 113/4% Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to theForm S-4
	4	.7	Guarantee of 113/4% Senior Subordinated Notes due 2013 by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.4 to the September 4, 20098-K
	4	.8	Guarantee of 113/4% Senior Subordinated Notes due 2013 by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.3 to the December 23, 20098-K
	4	.9	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 theForm S-4
	4	.10	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 theForm S-4
	4	.11	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 theForm S-4
	4	.12	Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to theForm S-4
	4	.13	Joinder Agreement, dated as of September 1 2009, executed by SS&C Technologies Connecticut, LLC is incorporated herein by reference to Exhibit 10.5 to the September 4, 20098-K
	4	.14	Joinder Agreement, dated as of December 22, 2009, executed by TheNextRound, Inc. is incorporated herein by reference to Exhibit 10.4 to the December 23, 20098-K
	4	.15	Specimen certificate evidencing shares of common stock is incorporated herein by reference to Exhibit 4.9 to theForm S-1
	5	.1*	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

Number

Description

10 .20 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 16, 2007 (File No. 000-28430)
10 .21 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 .22 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 .23 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 .24 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 .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 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 .27 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. 000-28430)
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)



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 theForm S-4
	10	.2	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 onForm 8-K, filed on March 9, 2007 (FileNo. 333-135139)
	10	.3	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 theForm S-4
	10	.4	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 theForm S-4
	10	.5	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 theForm S-4
	10	.6	Assumption Agreement, dated as of August 31, 2009, made by SS&C Technologies Connecticut, LLC, in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the September 4, 20098-K
	10	.7	Assumption Agreement, dated as of December 22, 2009, made by TheNextRound, Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the December 23, 20098-K
	10	.8	Acknowledgment and Confirmation Agreement, dated as of August 31, 2009, among SS&C Technologies Canada Corp., JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto Branch, is incorporated herein by reference to Exhibit 10.2 to the September 4, 20098-K
	10	.9	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 theForm S-4
	10	.10	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 is incorporated herein by reference to Exhibit 10.28 to theForm S-1



Number			Description


	10	.11	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 theForm S-4
	10	.12	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 theForm S-4
	10	.13	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. is incorporated herein by reference to Exhibit 10.29 to theForm S-1
	10	.14	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 theForm S-4
	10	.15	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. is incorporated herein by reference to Exhibit 10.30 to theForm S-1
	10	.16	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 theForm S-4
	10	.17*	Fund Administration Services Agreement, dated August 12, 2008, by and among Walkers SPV Limited in its capacity as trustee of the Carlyle Series Trust and its classes orsub-trusts, Carlyle Loan Investment Ltd., CLP Cayman Holdco, Ltd., CCPMF Cayman Holdco, Carlyle Credit Partners Financing I, Ltd., Carlyle Investment Management, L.L.C. and SS&C Technologies, Inc.
	10	.18	1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to theForm S-4
	10	.19	1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to theForm S-4
	10	.20	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 theForm S-4
	10	.21	2006 Equity Incentive Plan is incorporated herein by reference to Exhibit 10.1 to SS&C Technologies, Inc.’s Current Report onForm 8-K, filed on August 15, 2006 (FileNo. 333-135139) (the “August 15, 20068-K”)
	10	.22	Form of 2006 Equity Incentive Plan Amended and Restated Stock Option Grant Notice and Amended and Restated Stock Option Agreement is incorporated herein by reference to Exhibit 10.14 to theForm S-1
	10	.23	Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 20068-K
	10	.24	Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 20068-K



Number			Description


	10	.25	2008 Stock Incentive Plan is incorporated herein by reference to Exhibit 10.26 to theForm S-1
	10	.26	Form of 2008 Stock Incentive Plan Stock Option Grant Notice and Stock Option Agreement is incorporated herein by reference to Exhibit 10.27 to theForm S-1
	10	.27	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 theForm S-4
	10	.28	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 onForm 10-K for the year ended December 31, 1997 (FileNo. 000-28430)
	10	.29	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 onForm 10-K for the year ended December 31, 2004 (FileNo. 000-28430) (the “200410-K”)
	10	.30	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 200410-K
	10	.31	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 onForm 10-Q for the quarterly period ended June 30, 2005 (FileNo. 000-28430) (the “Q2 200510-Q”)
	10	.32	Fifth Amendment to Lease, dated as of November 1, 2006, by and between SS&C Technologies, Inc. and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.25 to theForm S-1
	10	.33	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 200510-Q
	21	*	Subsidiaries of the Registrant
	23	.1*	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	23	.2	Consent of PricewaterhouseCoopers LLP
	23	.3	Consent of Demetrius & Company, L.L.C.
	24		Powers of Attorney (included in the signature pages to this registration statement)


*		To be filed by ~~amendment~~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.


• Portfolio Management/Accounting		• Fund Administration Services
• Financial Modeling		• Loan Management/Accounting
• Trading/Treasury Operations		• Money Market Processing
• Property Management


			Weighted Average
			Amortization
	Carrying Value		Period
	(In millions)

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


	Payments Due by Period
			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Short-term and long-term debt(1)	$	471,929	$	2,674	$	5,348	$	8,348	$	455,559
Interest payments(2)		283,943		46,749		86,744		85,834		64,616
Operating lease obligations(3)		48,758		8,098		13,964		11,955		14,741
Purchase obligations(4)		3,940		1,754		1,168		509		509

Total contractual obligations	$	808,570	$	59,275	$	107,224	$	106,646	$	535,425


	Covenant			Actual
	Requirements			Ratios

Maximum consolidated total leverage to Consolidated EBITDA Ratio		6.75	x		5.26	x
Minimum Consolidated EBITDA to consolidated net interest coverage ratio		1.50	x		1.94	x


						All Other
						Option Awards:
			Estimated Future			Number of			Exercise or
			Payouts Under Equity			Securities			Base Price		Grant Date Fair
	Grant		Incentive Plan Awards			Underlying			of Option		Value of Option
Name	Date(1)		Target(#)			Options(#)			Awards ($/Sh)		Awards(5)

William C. Stone		8/9/06		—			70,993	(2)	$	74.50	$	31.08
		8/9/06		70,993	(3)		—			74.50		32.98
		8/9/06		35,496	(4)					74.50		21.23
Normand A. Boulanger		8/9/06		—			53,245	(2)		74.50		31.08
		8/9/06		53,245	(3)		—			74.50		32.98
		8/9/06		26,622	(4)		—			74.50		21.23
Patrick J. Pedonti		8/9/06		—			26,623	(2)		74.50		31.08
		8/9/06		26,622	(3)		—			74.50		32.98
		8/9/06		13,311	(4)		—			74.50		21.23
Stephen V.R. Whitman		8/9/06		—			14,199	(2)		74.50		31.08
		8/9/06		14,198	(3)		—			74.50		32.98
		8/9/06		7,099	(4)		—			74.50		21.23
Kevin Milne		8/9/06		—			8,874	(2)		74.50		31.08
		8/9/06		8,874	(3)		—			74.50		32.98
		8/9/06		4,437	(4)		—			74.50		21.23


	Fees Earned
	or Paid in
	Cash		Option Awards		Total
Name	($)(1)		($)(2)		($)

William Etherington	$	27,500	$	77,700	$	105,200


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


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


	Zoologic			Cogent

Tangible assets acquired, net of cash received	$	535		$	1,074
Completed technology		425			—
Trade names		60			—
Acquired client relationships and contracts		500			4,500
Goodwill		2,524			9,367
Deferred revenue		(1,163	)		(756	)
Debt		—			(300	)
Deferred taxes		—			(1,755	)
Other liabilities assumed		(169	)		(236	)

Consideration paid, net of cash acquired	$	2,712		$	11,894


	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


Number			Description

	10	.20	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 16, 2007 (File No. 000-28430)
	10	.21	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	.22	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	.23	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	.24	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	.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	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	.27	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. 000-28430)
	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)

~~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~~