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Delaware		06-1169696
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to be

Offering

Aggregate

Registration

Securities to be Registered

Registered

Price per Security

Offering Price(1)

Fee

113/4 % Senior Subordinated Notes due 2013(2)

$205,000,000

100%

$205,000,000

$21,935

Guarantees of the 113/4 % Senior Subordinated Notes due 2013(3)

N/A

N/A

N/A

N/A

(1)	Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.
(2)	The 113/4 % Senior Subordinated Notes due 2013 will be the obligations of SS&C Technologies, Inc.
(3)	Each of Cogent Management Inc., Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. will guarantee on an unconditional basis the obligations of SS&C Technologies, Inc. under the 113/4 % Senior Subordinated Notes due 2013. No separate consideration will be received for the guarantees, and no separate fee is payable, pursuant to Rule 457(n) under the Securities Act of 1933, as amended. The guarantees are not traded separately.

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		State or Other		Primary Standard
		Jurisdiction of		Industrial				I.R.S. Employer
		Incorporation or		Classification				Identification
Exact Name of Registrant Guarantor as specified in its Charter		Organization		Code Number				Number
Cogent Management Inc.		New York			7372				22-3112774
Financial Models Company Ltd.		New York			7372				13-3524411
Financial Models Holdings Inc.		Delaware			7372				13-3519741
SS&C Fund Administration Services LLC		New York			7372				52-2438361
OMR Systems Corporation		New Jersey			7372				22-2597983
Open Information Systems, Inc.		Connecticut			7372				06-1532764

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission relating to these securities is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

	•	The exchange offer expires at 5:00 p.m., New York City time, on                     , 2006, unless extended.
	•	All old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer will be exchanged for exchange notes.
	•	You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.
	•	The exchange of old notes for exchange notes pursuant to the exchange offer should not be a taxable event for United States federal income tax purposes.
	•	We will not receive any proceeds from the exchange offer.
	•	We do not intend to apply for listing of the exchange notes on any securities exchange or automated quotation system.

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		Page
PROSPECTUS SUMMARY			1
RISK FACTORS			17
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			27
USE OF PROCEEDS			28
CAPITALIZATION			29
SELECTED HISTORICAL FINANCIAL DATA			30
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			32
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			36
BUSINESS			56
MANAGEMENT			74
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			81
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			82
THE TRANSACTIONS			84
THE EXCHANGE OFFER			84
DESCRIPTION OF SENIOR CREDIT FACILITIES			94
DESCRIPTION OF THE EXCHANGE NOTES			97
BOOK-ENTRY; DELIVERY AND FORM			141
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			143
PLAN OF DISTRIBUTION			148
VALIDITY OF SECURITIES			148
EXPERTS			148
WHERE YOU CAN FIND MORE INFORMATION			149
INDEX TO FINANCIAL STATEMENTS			F-1
Ex-3.1 Restated Certificate of Incorporation of SS&C Technologies, Inc.
Ex-3.2 By-laws of SS&C Technologies, Inc.
Ex-3.3 Certificate of Incorporation of Financial Models Company Ltd.
Ex-3.4 By-laws of Financial Models Company Ltd.
Ex-3.5 Certificate of Incorporation of Financial Models Holdings Inc.
Ex-3.6 By-laws of Financial Models Holdings Inc.
Ex-3.7 Certificate of Restated Articles of Organization of SS&C Fund Administration Services LLC
Ex-3.8 Amended and Restated Operating Agreement of SS&C Fund Administration Services LLC
Ex-3.9 Certificate of Incorporation, as amended, of OMR Systems Corporation
Ex-3.10 By-laws of OMR Systems Corporation
Ex-3.11 Certificate of Incorporation, as amended, of Open Information Systems, Inc.
Ex-3.12 By-laws of Open Information Systems, Inc.
Ex-3.13 Certificate of Incorporation, as amended, of Cogent Management Inc.
Ex-3.14 By-laws of Cogent Management Inc.
Ex-4.1 Indenture, dated as of November 23, 2005
Ex-4.3 First Supplemental Indenture, dated as of April 27, 2006
Ex-4.3 Guarantee of 11 3/4% Senior Subordinated Notes
Ex-4.4 Guarantee of 11 3/4% Senior Subordinated Notes (Cogent)
Ex-4.5 Registration Rights Agreement, dated as of November 23, 2005
EX-4.6 - Purchase Agreement, dated as of November 17, 2005
EX-4.7 - Joinder Agreement, dated as of November 23, 2005
EX-4.8 - Joinder Agreement, dated as of April 27, 2006
EX-5.1 - Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
EX-5.2 - Opinion of Day, Berry & Howard LLP
EX-5.3 - Opinion of Fox Rothschild LLP
EX-10.1 - Credit Agreement, dated as of November 23, 2005
EX-10.2 - Guarantee & Collateral Agreement, dated as of November 23, 2005
EX-10.3 - CDN Guarantee & Collateral Agreement, dated as of November 23, 2005
EX-10.4 - Assumption Agreement, dated as of April 27, 2006
EX-10.5 - Stockholders Agreement of Sunshine Acquisition Corp., dated as of November 23, 2005
EX-10.6 - Registration Rights Agreement, dated as of November 23, 2005
EX-10.7 Form of Services Provider Stockholders Agreement of Sunshine Acquisition Corporation
EX-10.8 - Management Agreement, dated as of November 23, 2005
EX-10.9 - Management Rights Agreement, dated as of November 23, 2005
EX-10.10- 1998 Stock Incentive Plan
EX-10.11 - 1999 Non-Officer Employee Stock Incentive Plan
EX-10.12 - Form of Option Assumption Notice
EX-10.13 - Employment Agreement dated as of November 23, 2005
EX-10.15 - Description of Executive Officer & Director Compensation Arrangements
EX-12 - Statement of Computation of Ratio of Earnings to Fixed Charges
EX-21 - Subsidiaries of SS&C Technologies, Inc.
EX-23.4 - Consent of PricewaterhouseCoopers LLP
EX-23.5 - Consent of PricewaterhouseCoopers LLP
EX-23.6 - Consent of KPMG LLP
EX-25 - Statement of Eligibility of Trustee
EX-99.1 - Form of Letter of Transmittal
EX-99.2 - Form of Notice of Guaranteed Delivery
EX-99.3 - Form of Letter to DTC Participants
EX-99.4 - Form of Letter to Beneficial Holders
EX-99.5 - Form of Tax Guidelines

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	Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

	•	make it more difficult for us to satisfy our obligations with respect to the notes;
	•	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.

	To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

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	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.

	Your rights to receive payments on the notes are junior to the borrowings under our senior credit facilities and all future secured or senior indebtedness. Further, the guarantees of the notes are junior to the guarantors’ secured and senior indebtedness and all future secured or senior indebtedness.

	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.

	•	incur additional indebtedness;
	•	sell assets, including capital stock of restricted subsidiaries;
	•	agree to payment restrictions affecting our restricted subsidiaries;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
	•	enter into transactions with our affiliates;
	•	incur liens; and
	•	designate any of our subsidiaries as unrestricted subsidiaries.

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	•	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,

	Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

	•	was insolvent or rendered insolvent by reason of such incurrence; or
	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or
	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or
	•	if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or
	•	it could not pay its debts as they become due.

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	Certain subsidiaries are not included as subsidiary guarantors.

	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.

	Your ability to transfer the exchange notes may be limited by the absence of an active trading market, and we cannot assure you that an active trading market for the exchange notes will develop.

	The market price for the notes may be volatile.

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	If you do not properly tender your old notes, your ability to transfer your old notes will be adversely affected.

	Our business is greatly affected by changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations.

	•	cancel or reduce planned expenditures for our products and services;
	•	seek to lower their costs by renegotiating their contracts with us;
	•	move their IT solutions in-house;
	•	switch to lower-priced solutions provided by our competitors; or
	•	exit the industry.

	Further or accelerated consolidations in the financial services industry could adversely affect our business, financial condition and results of operations.

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

	•	the timing, size and nature of our license and service transactions;
	•	the timing of the introduction and the market acceptance of new products, product enhancements or services by us or our competitors;
	•	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 maintenance and/or outsourcing arrangements by our clients;
	•	changes in local, national and international regulatory requirements;
	•	changes in our personnel;
	•	implementation of our licensing contracts and outsourcing arrangements;
	•	changes in economic and financial market conditions; and
	•	changes in the mix of 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.

	•	the level of demand for our products and services;
	•	the level of client spending for information technology;
	•	the level of competition from internal client solutions and from other vendors;
	•	the quality of our client service;
	•	our ability to update our products and services and develop new products and services needed by clients;
	•	our ability to understand the organization and processes of our clients; and
	•	our ability to integrate and manage acquired businesses.

	We face significant competition with respect to our products and services, which may result in price reductions, reduced gross margins or loss of market share.

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	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.

	•	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 these products and services.

	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.

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	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.

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Our failure to continue to derive substantial revenues from the licensing of, or outsourcing solutions 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.

	We may be unable to adapt to rapidly changing technology and evolving industry standards, and our inability to introduce new products and services could adversely affect our business, financial condition and results of operations.

	•	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.

	Undetected software design defects, errors or failures may result in loss of or delay in market acceptance of our products or in liabilities that could adversely affect our revenues, financial condition and results of operations.

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	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.

	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.

	•	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.

	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.

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	Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business.

	We are controlled by The Carlyle Group, whose interests may not be aligned with yours.

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	•	the effect of a slowdown or downturn in the general economy or the financial markets;
	•	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 outsourcing solutions related 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.”

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			As of March 31, 2006
			(In thousands)
Cash and cash equivalents			$	13,188
Senior credit facilities:
	Revolving credit facility(1)		$	3,423
	Term loan B facility			274,807
113/4 % senior subordinated notes due 2013				205,000
Other debt				8
Total debt				483,238
Total stockholder’s equity				557,413
Total capitalization			$	1,040,651

(1)	At March 31, 2006, $71.6 million was available for additional borrowing under our revolving credit facility.

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				Successor				Predecessor				Successor				Predecessor
												Period from				Period from
				Three Months				Three Months				November 23,				January 1,
				Ended				Ended				2005 through				2005 through				Year Ended December 31,
				March 31,				March 31,				December 31,				November 22,
				2006				2005				2005				2005				2004				2003				2002				2001
				(Dollars in thousands)
Statement of operations data:
Revenues:
	Software licenses			$	5,198			$	4,495			$	3,587			$	20,147			$	17,250			$	14,233			$	15,631			$	15,291
	Maintenance				13,042				9,843				3,701				44,064				36,433				31,318				27,850				26,737
	Professional services				5,178				2,621				2,520				12,565				11,320				6,757				6,326				8,002
	Outsourcing				24,947				10,457				7,857				67,193				30,885				13,223				12,627				6,339
		Total revenues			48,365				27,416				17,665				143,969				95,888				65,531				62,434				56,369
Cost of revenues:
	Software licenses				2,261				595				856				2,963				2,258				1,788				1,316				717
	Maintenance				4,799				2,148				1,499				10,393				8,462				6,248				5,640				6,812
	Professional services				2,982				1,654				861				7,849				6,606				4,387				5,412				6,857
	Outsourcing				13,254				5,411				4,411				37,799				16,444				8,003				8,621				5,865
		Total cost of revenues			23,296				9,808				7,627				59,004				33,770				20,426				20,989				20,251
Gross profit					25,069				17,608				10,038				84,965				62,118				45,105				41,445				36,118
Operating expenses:
	Selling and marketing				3,708				2,443				1,364				13,134				10,734				8,393				9,078				11,355
	Research and development				5,876				3,483				2,071				19,199				13,957				11,180				11,760				11,291
	General and administrative				4,058				2,519				1,140				11,944				8,014				7,154				7,721				10,037
	Restructuring				—				—				—				—				—				—				—				840
	Write-off of purchased in-process research and development				—				—				—				—				—				—				1,744				—
	Merger costs				—				—				—				36,912				—				—				—				—
		Total operating expenses			13,642				8,445				4,575				81,189				32,705				26,727				30,303				33,523

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			Successor				Predecessor				Successor				Predecessor
											Period from				Period from
			Three Months				Three Months				November 23,				January 1,
			Ended				Ended				2005 through				2005 through				Year Ended December 31,
			March 31,				March 31,				December 31,				November 22,
			2006				2005				2005				2005				2004				2003				2002				2001
			(Dollars in thousands)
Operating income				11,427				9,163				5,463				3,776				29,413				18,378				11,142				2,595
Interest income (expense), net				(11,509	)			572				(4,890	)			(1,061	)			1,528				912				1,431				2,690
Other income (expense), net				(61	)			50				258				655				99				47				(273	)			1,202
(Loss) income before income taxes				(143	)			9,785				831				3,370				31,040				19,337				12,300				6,487
Provision for income taxes				83				3,816				—				2,658				12,030				7,541				4,995				2,465
Net (loss) income			$	(226	)		$	5,969			$	831			$	712			$	19,010			$	11,796			$	7,305			$	4,022
Statement of cash flows data:
Net cash provided by (used in):
	Operating activities		$	15,436			$	12,816			$	4,915			$	32,116			$	28,524			$	23,711			$	15,495			$	7,780
	Investment activities			(12,578	)			(11,704	)			(877,261	)			(110,495	)			(89,220	)			(15,321	)			(2,738	)			1,604
	Financing activities			(5,263	)			(6,900	)			868,655				69,161				74,074				(12,081	)			(23,290	)			(1,493	)
Other financial data:
Ratio of earnings to fixed charges(1)				—				32.6	x			1.2	x			1.8	x			30.3	x			19.5	x			14.6	x			7.2x
Balance sheet data (at period end):
Cash, cash equivalents and marketable securities			$	13,188							$	15,584							$	130,835			$	52,381			$	41,719			$	59,502
Goodwill and other intangible assets, net				1,111,468								1,103,224								28,429				8,398				8,064				2,024
Total assets				1,182,131								1,176,371								185,663				82,585				75,480				88,779
Total debt (including current portion of long-term debt)				483,238								488,581								—				—				—				5
Total stockholders’ equity				557,413								557,133								156,094				61,588				57,270				72,948

(1)	Earnings for the three months ended March 31, 2006 were inadequate to cover fixed charges by approximately $143,000.

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				Predecessor				Successor
				Historical				Historical				Historical				Pro Forma				Pro Forma
				SS&C				SS&C				FMC(A)				Adjustments				SS&C
				(Dollars in thousands)
Revenues:
	Software licenses			$	20,147			$	3,587			$	1,102			$	—			$	24,836
	Maintenance				44,064				3,701				3,247				—				51,012
	Professional services				12,565				2,520				1,399				—				16,484
	Outsourcing				67,193				7,857				11,761				—				86,811
		Total revenues			143,969				17,665				17,509				—				179,143
Cost of revenues					59,004				7,627				7,828				11,024	(B)			85,483
Gross profit					84,965				10,038				9,681				(11,024	)			93,660
Operating expenses:
	Selling, marketing, general and administrative				25,078				2,504				12,337				(7,215	)(C)			32,704
	Research and development				19,199				2,071				4,298				(1,110	)(D)			24,458
	Merger costs related to the sale of SS&C				36,912				—				8,317				(45,229	)(E)			—
		Total operating expenses			81,189				4,575				24,952				(53,554	)			57,162
Operating income (loss)					3,776				5,463				(15,271	)			42,530				36,498
Interest expense, net					(1,061	)			(4,890	)			—				(41,652	)(F)			(47,603	)
Other income, net					655				258				281				—				1,194
Income (loss) before income taxes					3,370				831				(14,990	)			878				(9,911	)
Provision (benefit) for income taxes					2,658				—				(4,640	)			342	(G)			(1,640	)
Net income (loss)				$	712			$	831			$	(10,350	)		$	536			$	(8,271	)

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(A)	Reflects the historical results of operations of FMC for the period January 1, 2005 to April 19, 2005 (the date of acquisition). The financial statements of FMC are translated from Canadian dollars to U.S. dollars using the average exchange rate for the period.

		On April 19, 2005, SS&C Technologies, Inc. purchased substantially all the outstanding stock of FMC for the purchase price of approximately $159.0 million plus an estimated $13.7 million in costs of effecting the transaction.

(B)

Reflects adjustments for (1) increased intangible asset amortization associated with acquired identifiable intangible assets in connection with the Transactions, (2) the elimination of amortization previously recorded by us for intangible assets and (3) the elimination of compensation and benefit expenses related to net headcount reductions completed in May 2005 as a result of our acquisition of FMC, as follows:

Cost of revenues adjustments:
	Additional amortization for adjustments to intangible assets			$	12,357
	Terminated employees at FMC				(1,333	)
		Subtotal		$	11,024

(C)

Reflects adjustments for (1) increased intangible asset amortization associated with acquired identified intangible assets in connection with the Transactions, (2) the elimination of amortization previously recorded by us for intangible assets, (3) the elimination of compensation and benefit expenses related to net headcount reductions completed in May 2005 as a result of our acquisition of FMC, (4) the elimination of stock-based compensation expense recorded by FMC as a result of stock options whose vesting accelerated in connection with our acquisition of FMC and the elimination of stock-based compensation expense recorded by FMC under Canadian GAAP to conform to our accounting policy, (5) the elimination of our NASDAQ registration fees and directors’ compensation and (6) the annual management fee charged by Carlyle, as follows:

Selling, marketing, general and administrative adjustments:
	Additional amortization for adjustments to intangible assets			$	1,130
	Terminated employees at FMC				(869	)
	Stock-based compensation expense				(8,288	)
	Public company expense adjustments				(105	)
	Management fees				917
		Subtotal		$	(7,215	)

(D)

Reflects adjustments for (1) increased intangible asset amortization associated with acquired identified intangible assets in connection with the Transactions, (2) the elimination of amortization previously recorded by us for intangible assets, (3) the reclassification to income tax provision of research and development tax credits recorded by FMC, to comply with U.S. GAAP and (4) the elimination of compensation and benefit expenses related to net headcount reductions completed in May 2005 as a result of our acquisition of FMC, as follows:

Research and development adjustments:
	Additional amortization for adjustments to intangible assets			$	(49	)
	Reclassification of FMC research and development tax credits				105
	Terminated employees at FMC				(1,166	)
		Subtotal		$	(1,110	)

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(E)	Reflects the elimination of one-time corporate expenses relating to the Transactions and our acquisition of FMC.

(F)

Reflects interest income (expense) adjustments for (1) increased interest expense attributable to the $275 million term loan at an assumed annual interest rate equal to average three-month LIBOR during the period of 3.4% plus 2.75% per annum, (2) increased interest expense attributable to the $10 million revolving credit facility at an assumed annual interest rate equal to average three-month LIBOR during the period of 3.4% plus 2.75% per annum, (3) increased interest expense attributable to the notes at a rate of 11.75% per annum, (4) the amortization of debt issuance costs related to the Transactions, (5) the reduction of historical interest expense to reflect the repayment of our prior credit facility and the elimination of related loan origination fees and (6) a decrease in interest income related to the use of $84,000 in cash, using a 2.0% interest rate, and an increase in interest expense related to the borrowing of $75,000, using an average borrowing rate of 3.7% for LIBOR rate loans to fund the acquisition of FMC, as follows:

Interest expense, net adjustments:
	Incremental interest expense related to financing			$	(40,269	)
	Effect on interest income (expense) related to use of cash and borrowings for the acquisition of FMC				(1,383	)
		Subtotal		$	(41,652	)

		A 0.125% change in interest rates would change cash interest expense for the year ended December 31, 2005 by $355,000. SS&C Technologies, Inc. has three interest rate swap agreements in place that would mitigate the impact of this change.

(G)	Reflects the tax effect of the pro forma adjustments, calculated at the statutory rate of 39%.

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	•	Our March 3, 2006, purchase of all the outstanding stock of Cogent Management Inc., a provider of hedge fund management services primarily to U.S.-based hedge funds. We purchased Cogent for $12.25 million in cash, using $6.25 million of cash on hand and borrowing $6.0 million under the revolving portion of our credit facility.
	•	Our October 31, 2005 purchase of Open Information Systems, Inc., or OIS, a provider of Internet-based solutions that address the functions that banks provide to the securities industry, such as issuing and paying agent, custody, security lending and collateral management. We purchased all of the outstanding capital stock of OIS for $24.0 million, using a combination of $16.0 million of cash on hand and $8.0 million of additional borrowings under our credit facility.
	•	Our April 19, 2005 purchase of FMC, a leading provider of comprehensive investment management systems that complement our product and service offerings to meet the front-, middle- and back- office needs of the investment management industry. This acquisition is our largest to date and provides us with significant opportunities to grow revenues while eliminating duplicative costs. We purchased substantially all of the outstanding stock of FMC for $159.0 million in cash.
	•	Our February 28, 2005 purchase of EisnerFast LLC, which provides fund accounting and administration services to on- and off-shore hedge and private equity funds, funds of funds, and

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		investment advisors. We purchased all of the membership interests in EisnerFast for $25.3 million in cash. EisnerFast was recently renamed SS&C Fund Administration Services LLC.
	•	Our April 12, 2004 purchase of OMR Systems Corporation and OMR Systems International, Ltd., which we refer to collectively as OMR, which provides treasury processing software and outsourcing solutions to banks in Europe and the U.S. and offers comprehensive hedge fund administration. We purchased all of the outstanding capital stock of OMR for $19.7 million.

						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

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	Revenue Recognition

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	Allowance for Doubtful Accounts

	Long-lived Assets, Intangible Assets and Goodwill

	•	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.

	Acquisition Accounting

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	Income Taxes

	Marketable Securities

				Successor					Predecessor
				Three Months					Three Months
				Ended					Ended
				March 31,					March 31,				Percentage
				2006					2005				Change
Revenues:
	Software licenses			$	5,198				$	4,495				16	%
	Maintenance				13,042					9,843				33	%
	Professional services				5,178					2,621				98	%
	Outsourcing				24,947					10,457				139	%
		Total revenues		$	48,365				$	27,416				76	%

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				Successor					Predecessor
				Three Months					Three Months
				Ended					Ended
				March 31,					March 31,
				2006					2005
Revenues:
	Software licenses				11	%				16	%
	Maintenance				27	%				36	%
	Professional services				11	%				10	%
	Outsourcing				51	%				38	%
		Total revenues			100	%				100	%

	Software Licenses

	Maintenance

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	Professional Services

	Outsourcing

	Cost of Software Licenses

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	Cost of Maintenance

	Cost of Professional Services

	Cost of Outsourcing

	Selling and Marketing

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	Research and Development

	General and Administrative

	Interest Income (Expense), Net

	Other Income (Expense), Net

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				Successor				Predecessor				Combined(1)				Predecessor
				Period from				Period from
				November 23,				January 1,
				2005 through				2005 through				Year Ended				Year Ended				Year Ended				Percent Change in
				December 31,				November 22,				December 31,				December 31,				December 31,
				2005				2005				2005				2004				2003				2005				2004
Revenues:
	Software licenses			$	3,587			$	20,147			$	23,734			$	17,250			$	14,233				37.6	%			21.2	%
	Maintenance				3,701				44,064				47,765				36,433				31,318				31.1				16.3
	Professional services				2,520				12,565				15,085				11,320				6,757				33.3				67.5
	Outsourcing				7,857				67,193				75,050				30,885				13,223				143.0				133.6
		Total revenues		$	17,665			$	143,969			$	161,634			$	95,888			$	65,531				68.6				46.3
Costs and expenses:
	Cost of revenues			$	7,627			$	59,004			$	66,631			$	33,770			$	20,426				97.3	%			65.3	%
	Selling and marketing				1,364				13,134				14,498				10,734				8,393				35.1				27.9
	Research and development				2,071				19,199				21,270				13,957				11,180				52.4				24.8
	General and administrative				1,140				11,944				13,084				8,014				7,154				63.3				12.0
	Merger costs				—				36,912				36,912				—				—				—				—
		Total costs and expenses		$	12,202			$	140,193			$	152,395			$	66,475			$	47,153				129.3				40.9
Operating income				$	5,463			$	3,776			$	9,239			$	29,413			$	18,378				(68.6	)			60.0

(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 a more meaningful comparison of our results than a comparison of 2004 results against either Predecessor or Successor results for 2005.

			Year Ended
			December 31,
			2005				2004				2003
Revenues:
	Software licenses			14.7	%			18.0	%			21.7	%
	Maintenance			29.6				38.0				47.8
	Professional services			9.3				11.8				10.3
	Outsourcing			46.4				32.2				20.2

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	Software Licenses

	Maintenance

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	Professional Services

	Outsourcing

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	Cost of Software License Revenues

	Cost of Maintenance Revenues

	Cost of Professional Services Revenues

	Cost of Outsourcing Revenues

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	Selling and Marketing

	Research and Development

	General and Administrative

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	Merger Costs Related to the Sale of SS&C

	Interest Income, Interest Expense and Other Income, Net

	Provision for Income Taxes

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	Contractual Obligations

			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			$	488,581			$	2,771			$	5,517			$	5,517			$	474,776
Interest payments(1)				325,720				46,952				87,158				86,382				105,228
Operating lease obligations(2)				32,483				7,543				10,872				6,788				7,280
Purchase obligations(3)				4,276				1,517				1,382				614				763
	Total contractual obligations		$	851,060			$	58,783			$	104,929			$	99,301			$	588,047

(1)	Reflects interest payments on our term loan facility at an assumed interest rate of three-month LIBOR of 4.53% plus 2.5%, interest payments on our revolving credit facility at an assumed interest rate of one-month LIBOR of 4.39% plus 2.75% and required interest payment payments on our notes of 11.75%.
(2)	We are obligated under noncancelable operating leases for office space and office equipment. The lease for the corporate facility in Windsor, Connecticut expires in 2008 and we have the right to extend the lease for an additional term of five years. We sublease office space under noncancelable

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	leases. We received rental income under these leases of $352,000, $456,000 and $500,000 for the years ended December 31, 2005, 2004 and 2003, respectively.
(3)	Purchase obligations include the minimum amounts committed under contracts for goods and services.

	Senior Credit Facilities

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	Covenant Compliance

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			Successor					Predecessor				Combined				Successor					Predecessor
																Period from					Period from
			Three Months					Three Months								November 23,					January 1
			Ended					Ended				Year Ended				2005 through					through				Year Ended
			March 31,					March 31,				December 31,				December 31,					November 22,				December 31,
			2006					2005				2005				2005					2005				2004
												(In thousands)
Net income			$	(226	)			$	5,969			$	1,543			$	831				$	712			$	19,010
Interest expense (income), net				11,509					(572	)			5,951				4,890					1,061				(1,528	)
Income taxes				83					3,816				2,658				—					2,658				12,030
Depreciation and amortization				6,569					1,373				11,876				2,301					9,575				4,592
	EBITDA			17,935					10,586				22,028				8,022					14,006				34,104
Purchase accounting adjustments(1)				1,141					—				616				616					—				—
Merger costs				—					—				36,912				—					36,912				—
Unusual or non-recurring charges(2)				65					(49	)			(979	)			(242	)				(737	)			(81	)
Acquired EBITDA and cost savings(3)				632					8,802				14,893				85					14,808				26,495
Other(4)				250					—				107				107					—				—
Consolidated EBITDA, as defined			$	20,023				$	19,339			$	73,577			$	8,588				$	64,989			$	60,518

(1)	Purchase accounting adjustments include the adjustment of deferred revenue and lease obligations to fair value at the date of the Transactions.
(2)	Unusual or non-recurring charges include foreign currency gains and losses, gains and losses on the sales of marketable securities and proceeds from legal settlements.
(3)	Acquired EBITDA reflects the EBITDA impact of 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 comprises management fees paid to The Carlyle Group.

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	•	insurance entities and pension funds
	•	institutional asset managers
	•	hedge funds and family offices
	•	multinational banks, retail banks and credit unions
	•	commercial lenders
	•	real estate property managers
	•	municipal finance groups

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	•	rapidly changing market conditions;
	•	increasing transaction volumes with shorter settlement cycles;
	•	increasing assets under management;
	•	fierce global competition;
	•	constantly evolving regulatory requirements with increasing regulatory oversight;
	•	increasing number, and greater complexity, of asset classes and securities products;
	•	outsourcing of non-core business functions; and
	•	consolidation of industry assets at both large insurers and asset managers.

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	Grow Our Software-Enabled Outsourcing and Other Contractually Recurring Revenues. We plan to further increase our contractually recurring revenue streams from our software-enabled outsourcing solutions and maintenance services because they provide us with greater predictability in the operation of our business and enable us to build valued relationships with our clients. We believe that our software-enabled outsourcing solutions provide an attractive alternative to clients that do not wish to install, run and maintain complicated financial software.
	Increase Revenues from Our Existing Clients. Revenues from our existing clients generally grow along with the volume of assets that they manage. While we expect to continue to benefit from this trend, we intend to continue to use our deep understanding of the financial services industry to identify other opportunities to increase our revenues from our existing clients. Many of our current customers use our products for a relatively small portion of their total funds and investment vehicles under management, providing us with excellent opportunities for growth as we attempt to gain a larger share of their business. 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 to them.
	Enhance Our Product and Service Offerings to Address the Specialized Needs of Our Clients. We have accumulated substantial financial expertise since our founding in 1986 through close working relationships with our clients, resulting in a deep knowledge base that enables us to respond to their most complex financial, accounting, actuarial, tax and regulatory needs. We intend to leverage our expertise by continuing to offer products and services that address the highly specialized needs of the financial services industry. Our internal product development team works closely with marketing and support 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.
	Maintain Our Commitment to the Highest Level of Client Service. We intend to continue to differentiate ourselves from our competition through our commitment to the highest level of client service. Our clients include large, sophisticated institutions with complex systems and requirements, and we understand the importance of providing them with both the experience of our senior management and the technical expertise of our sales, professional services and support staffs. Our commitment begins with our senior management team, which actively participates in creating and building client relationships. For each solution deployment, we analyze our client’s needs and assemble a team of appropriate industry vertical and technical experts who can quickly and efficiently deliver tailored solutions to the client. We provide our larger clients with a full-time dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. We expect to build even greater client loyalty and generate high-quality references for future clients by leveraging the individual attention and industry expertise provided by our senior management and staff.
	Capitalize on Acquisition Opportunities. We believe that the market for financial services software and services is highly fragmented and rapidly evolving, with many new product introductions and industry participants. To supplement our internal development efforts and capitalize on growth opportunities, we intend to continue to employ a disciplined and highly focused acquisition strategy. We will seek to opportunistically acquire, at attractive valuations, businesses, products and technologies in our existing or complementary vertical markets.

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	•	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 either a software-enabled BPO service or an application service provider (ASP) solution;
	•	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; and
	•	satisfy our financial metrics, including expected return on investment.

						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 of common stock		Mabel
December 1997		Shepro Braun Systems		1,500,000 shares of common stock		Total Return, Antares
March 1998		Quantra		$2,269,800 and 819,028 shares of common stock		SKYLINE
April 1998		The Savid Group		$821,500		Debt & Derivatives
March 1999		HedgeWare		1,028,524 shares of common stock		AdvisorWare
March 1999		Brookside		41,400 shares of common stock		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 LLC		$25,300,000		Fund services
April 2005		Financial Models Company		$159,000,000		FMC suite of products

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						Acquired Products and
Date		Acquired Business		Contract Purchase Price		Services Currently Offered
June 2005		Financial Interactive, Inc.		358,424 shares of common stock and warrants to purchase 50,000 shares of common stock with an exercise price of $37.69 per share		FundRunner
August 2005		MarginMan		$5,600,000 and the assumption of certain liabilities		MarginMan
October 2005		Open Information Systems, Inc.		$24,000,000 and earn-out payments to be made in 2007 based on revenue for 2006, or, under certain circumstances, 2007		Money Market Manager, Information Manager
March 2006		Cogent Management		$12,250,000		Fund services

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Products and Services			Typical Users			Vertical Markets Served
Portfolio Management/Accounting
AdvisorWare			Portfolio managers			Hedge funds and family offices
Altair			Asset managers			Institutional asset managers
CAMRA			Fund administrators			Insurance companies and
CAMRA D Class			Investment advisors			pension funds
Debt & Derivatives			Accountants			Municipal finance groups
FundRunner			Auditors			Multinational banks, retail banks
FundRunner Web			Alternative investment managers			and credit unions
Lightning			Brokers/dealers
Pacer
Pages
PALMS
PortPro
Recon
SS&C Wealth Management
Suite
Sylvan
Total Return
Outsourcing
FMC Outsourcing			Portfolio managers			Hedge funds and family offices
SS&C Direct			Asset managers			Institutional asset managers
SS&C Fund Services			Fund administrators			Insurance companies and
			Investment advisors			pension funds
			Alternative investment managers
Securities Data
FMCNet			Investment managers			Institutional asset managers
SVC			Fund administrators			Hedge funds and family offices
			Securities traders			Insurance companies and pension
			Portfolio managers			funds
			Asset managers			Multinational banks, retail banks and credit unions
Trading/Treasury Operations
Antares			Securities traders			Hedge funds and family offices
MarginMan			Financial institutions			Insurance companies and pension funds
TradeDesk			Foreign exchange traders			Institutional asset managers
TradeThru						Multinational banks, retail banks and credit unions

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Products and Services			Typical Users			Vertical Markets Served
Financial Modeling
AnalyticsExpress			CEO/CFOs			Insurance companies and
DBC (family of products)			Risk managers			pension funds
Finesse HD			Actuarial professionals			Municipal finance groups
PTS			Bank asset/liability managers
			Investment bankers
			State/local treasury staff
			Financial advisors
Loan Management/Accounting
LMS Loan Suite			Mortgage originators			Commercial lenders
LMS Originator			Commercial lenders			Insurance companies and
LMS Servicer			Mortgage loan servicers			pension funds
The BANC Mall			Mortgage loan portfolio managers			Multinational banks, retail banks
			Real estate investment managers			and credit unions
			Bank/credit union loan officers
Property Management
SKYLINE (family of products)			Real estate investment managers			Real estate leasing/property
SamTrak			Real estate leasing agents			managers
			Real estate property managers
			Facility managers
Technology
Heatmaps			Securities traders			Institutional asset managers
			Portfolio managers
			Risk managers
			Financial advisors
			Hedge fund managers
Money Market Processing
Information Manager			Financial institutions			Multinational banks, retail banks
Money Market Manager			Custodians			and credit unions
			Security lenders
			Cash managers

	Portfolio Management/ Accounting

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	Software-Enabled Outsourcing

	•	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.

	•	hedge fund managers;
	•	funds of funds managers;
	•	commodity trading advisors;

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	•	family offices;
	•	private wealth groups;
	•	investment managers;
	•	commodity pool operators;
	•	proprietary traders;
	•	private equity groups; and
	•	separate managed accounts.

	Securities Data

	Trading/ Treasury Operations

	Financial Modeling

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	•	general bond structures;
	•	revenue bonds;
	•	housing bonds;
	•	student loans; and
	•	Federal Housing Administration — insured revenue bonds and securitizations.

	Loan Management/ Accounting

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	Property Management

	•	commercial;
	•	residential;
	•	retail;
	•	retirement communities;
	•	universities; and
	•	hospitals.

	Technology

	Money Market Processing

	Software and Service Delivery Options

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	•	Application Service Provider. We provide our clients with the ability to utilize our software and processing services remotely using web-based application services. Several of our product offerings are available via ASP only: Lightning, PortPro, TradeDesk and The BANC Mall. These products enable smaller institutions, such as community banks and credit unions, to access sophisticated functionality that previously had been available only to our larger institutional clients.
	•	Business Process Outsourcing. We provide services under multiyear contracts that allow our customers to outsource back-office and support services and benefit from our proprietary software, specialized in-house accounting and technology resources and our state-of-the-art processing and operations facilities.

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	•	content-rich, periodic software and services ebriefings targeted at clients and prospects in each of our vertical and geographic markets;
	•	seminars and symposiums;
	•	trade shows and conferences;
	•	emarketing campaigns; and
	•	public relations efforts.

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	•	Insurance Entities and Pension Funds: Blackrock, Bloomberg, Charles River, Classic Solutions/ Tillinghast, DFA Capital Management, Eagle Investment Systems, Princeton Financial Systems (subsidiary of State Street Bank) and SunGard.
	•	Institutional Asset Managers: Advent Software, Bloomberg, Charles River, DST International, Eagle Investment Systems, Macgregor, SunGard and Thomson Financial.
	•	Hedge Funds and Family Offices: Advent Software, Bank of New York, BISYS Hedge Fund Services, Citco, EZ Castle, Globe Ops, Netage Solutions, PFPC, State Street Bank and Whittaker Garnier.
	•	Multinational Banks, Retail Banks and Credit Unions: Calypso, Murex, SunGard, Thomson Financial and TPG.
	•	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 Jordan and Prescient Software.

	•	consistent product performance;
	•	broad, demonstrated functionality;
	•	ease of use;
	•	scalability;
	•	integration capabilities;
	•	product and company reputation;
	•	client service and support; and
	•	price.

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Name		Age				Position(s)
William C. Stone			51			Chairman of the Board and Chief Executive Officer
Normand A. Boulanger			44			President, Chief Operating Officer and Director
Patrick J. Pedonti			54			Senior Vice President and Chief Financial Officer
Stephen V. R. Whitman			59			Senior Vice President and General Counsel
Kevin Milne			43			Senior Vice President — International
William A. Etherington			64			Director
Allan M. Holt			54			Director
Todd R. Newnam			35			Director
Claudius E. Watts, IV			44			Director

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															Long-Term
															Compensation
															Awards
							Annual Compensation								Securities
															Underlying				All Other
Name and Principal Position			Year				Salary ($)				Bonus ($)				Options (#)(1)				Compensation ($)
William C. Stone				2005			$	500,000			$	850,000				—			$	3,440	(2)
	Chairman of the Board and			2004				490,110				700,000				—				3,440
	Chief Executive Officer			2003				400,000				600,000				300,000				3,748
Normand A. Boulanger				2005				350,000				400,000				—				3,000	(3)
	President and			2004				290,480				250,000				50,000				3,000
	Chief Operating Officer			2003				275,000				225,000				150,000				3,264
Patrick J. Pedonti				2005				195,834				150,000				—				3,385	(4)
	Senior Vice President and			2004				175,000				100,000				—				3,385
	Chief Financial Officer			2003				175,000				75,000				45,000				3,327
Stephen V.R. Whitman				2005				185,834				100,000				—				3,000	(5)
	Senior Vice President and			2004				165,000				75,000				—				3,000
	General Counsel			2003				165,000				50,000				37,500				3,218
Kevin Milne(6)				2005				376,040				56,406				—				—
	Senior Vice President — International			2004				214,053				32,108				37,500				—

(1)	The securities in this table represent shares of common stock of SS&C. Upon the closing of the Transactions on November 23, 2005, all then outstanding options to purchase common stock of SS&C that had not previously vested became fully vested and exercisable as a result of the Transactions. To the extent not exercised, all such options converted automatically into options to purchase shares of common stock of Holdings. See “— Treatment of Options in connection with the Transactions” below. During 2005, neither SS&C nor Holdings awarded any additional options to the Named Executive Officers.
(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 $440 of long-term disability 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.
(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 $385 of long-term disability 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.
(6)	Mr. Milne became an executive officer of SS&C in June 2004. The annual compensation for Mr. Milne is based on the pound-dollar exchange rate as of May 21, 2006.

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	Option Grants Pre-Transactions

	Treatment of Options in connection with the Transactions

	•	the number of shares of common stock of SS&C subject to options that had previously vested and had become exercisable before the closing of the Transactions;
	•	the value of such vested options, based on the merger consideration of $37.25 per share;
	•	the number of shares of common stock of SS&C subject to options that became fully vested and exercisable as a result of the Transactions;
	•	the value of such options that vested as a result of the Transactions, based on the merger consideration of $37.25 per share;
	•	the total number of shares subject to previously vested options and options that vested as a result of the Transactions; and
	•	the total value of all such previously vested options and options that vested as a result of the Transactions, based on the merger consideration of $37.25 per share.

										Options that Vested as a
		Previously Vested								Result of the
		Options								Transactions								Totals
Executive Officers Name		Shares				Value ($)				Shares				Value ($)				Total Shares				Total Value ($)
William C. Stone			493,750			$	15,798,494				106,250			$	3,108,556				600,000			$	18,907,050
Normand A. Boulanger			244,162				7,628,642				83,334				2,102,727				327,496				9,731,369
Patrick J. Pedonti			83,904				2,438,171				21,094				622,329				104,998				3,060,500
Stephen V.R. Whitman			29,205				856,778				16,094				475,838				45,299				1,332,616
Kevin Milne			13,280				224,166				24,220				408,834				37,500				633,000

	Aggregated Option Exercises and Option Values Pre-Transactions

	•	the number of shares of common stock of SS&C acquired upon the exercise of options during 2005 before closing of the Transactions;

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	•	the value realized as a result of those exercises, based upon the merger consideration of $37.25 per share;
	•	the number of shares of common stock of SS&C underlying unexercised options held on November 23, 2005 immediately before closing of the Transactions (all of which were exercisable); and
	•	the value of those options (all of which were in-the-money), based upon the merger consideration of $37.25 per share.

										Number of Securities
										Underlying Unexercised								Value of Unexercised In-the-
										Options at November 23,								Money Options
		Shares Acquired								2005 (#)								at November 23, 2005 ($)
		on Exercise Pre-				Value
Name		Transactions (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
William C. Stone			—				—				600,000				—			$	18,907,050				—
Normand A. Boulanger			202,496			$	6,528,694				125,000				—				3,202,675				—
Patrick J. Pedonti			74,998				2,191,400				30,000				—				869,100				—
Stephen V.R. Whitman			30,377				888,403				14,922				—				444,213				—
Kevin Milne			37,500				633,000				—				—				—				—

	Option Grants Post-Transactions

	Aggregated Option Exercises and Fiscal Year-End Option Values Post-Transactions

										Number of Securities
										Underlying Unexercised								Value of Unexercised
										Options at Fiscal								In-the-Money Options
		Shares Acquired								Year-End (#)								at Fiscal Year-End ($)
		on Exercise Post-				Value
Name		Transactions (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
William C. Stone			—				—				300,000				—			$	18,907,050				—
Normand A. Boulanger			—				—				62,500				—				3,202,675				—
Patrick J. Pedonti			—				—				15,000				—				869,100				—
Stephen V.R. Whitman			—				—				7,461				—				444,213				—
Kevin Milne			—				—				—				—				—				—

	Up Through Closing of The Transactions

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	1996 Director Stock Option Plan

	•	the number of shares of our common stock held by each director immediately prior to the closing of the Transactions;
	•	the amount of cash that was paid (or, in the case of Mr. Stone, the value of the consideration that was received) in respect of such shares upon the closing of the Transactions, calculated by multiplying (1) $37.25 by (2) the number of shares then held;
	•	the number of shares subject to vested options for our common stock;
	•	the value of such options upon the closing of the Transactions;
	•	the number of additional options that vested upon the closing of the Transactions;
	•	the value of such additional options upon the closing of the Transactions; and
	•	the total value of such shares and options upon the closing of the Transactions.

																			Options that Vested as a
			Common Stock								Options Vested								Result of the Merger
Name			Shares				Consideration				Shares				Value				Shares				Value				Total Value
Directors:
	David W. Clark, Jr.			75,000			$	2,793,750				87,500			$	2,439,952				—			$	—			$	5,233,702
	Joseph H. Fisher			20,350				758,037				87,500				2,439,952				—				—				3,197,990
	William C. (Curt) Hunter			—				—				5,000				36,000				—				—				36,000
	Albert L. Lord			84,300				3,140,175				50,000				1,284,322				—				—				4,424,497
	Jonathan M. Schofield			24,900				927,525				50,000				1,165,275				—				—				2,092,800
	William C. Stone			5,872,020				218,732,745				493,750				15,798,494				106,250				3,108,556				237,639,795

	After Closing of the Transactions

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	•	Termination by Mr. Milne or SS&C upon three months’ advance notice;
	•	Base salary of £200,000 per year;
	•	The opportunity to earn an annual cash bonus of up to 50% of Mr. Milne’s 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;
	•	A grant of options to buy 37,500 shares of SS&C’s common stock at an exercise price equal to the closing price on the Nasdaq Stock Exchange on the date of grant and vesting over four years;
	•	Eligibility to join SS&C’s pension scheme;
	•	20 working days per annum of holidays;
	•	Eligibility to join SS&C’s Medical and Dental Plan; and
	•	Certain confidentiality and nonsolicitation covenants.

	•	The employment of Mr. Stone as the chief executive officer of Holdings and SS&C;
	•	An initial term through November 23, 2008, with automatic one-year renewals until terminated either by Mr. Stone or Holdings;
	•	An annual base salary of $500,000;
	•	An opportunity to receive an annual bonus in an amount to be established by the board of directors of Holdings based on achieving individual and company performance goals mutually determined by such board of directors 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 (subject to proration for the 2005 calendar year);
	•	A grant of options to purchase shares of common stock of Holdings representing 2% of the outstanding common stock of Holdings on November 23, 2005;
	•	Certain severance payments and benefits. If Holdings terminates Mr. Stone’s employment for cause, if Mr. Stone resigns for good reason (including, under certain circumstances, within three months following a Change of 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 Holdings, 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

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		bonus. In the event payments to Mr. Stone under his employment agreement or the management agreement described below 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 Holdings 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.

		Amount and Nature of Beneficial
		Ownership(1)
Name of Beneficial Owner		Number of Shares				Percent of Class
5% Stockholders:
TCG Holdings, L.L.C.(2)			5,114,095				72.3	%
William C. Stone(3)			2,260,979				30.7	%
Other Directors and Named Executive Officers:
William A. Etherington			—				—
Allan M. Holt(4)			—				—
Todd R. Newnam(4)			—				—
Claudius E. Watts, IV(4)			—				—
Normand A. Boulanger(5)			62,500				*
Patrick J. Pedonti(6)			15,000				*
Stephen V.R. Whitman(7)			7,461				*
Kevin Milne			—				—
All executive officers and directors as a group (9 persons)(8)			2,345,940				31.4	%

*	Less than 1%
(1)	Includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each stockholder named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to

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	acquire either currently or at any time within the 60-day period following May 31, 2006 through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such 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 and 198,524 shares of common stock of Holdings, respectively. TC Group IV, 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, 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, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed owners of shares of common stock of Holdings 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 common stock of Holdings beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership. The principal address and principal offices of TCG Holdings, L.L.C. and certain affiliates is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.
(3)	Includes 300,000 shares subject to outstanding stock options exercisable on or within the 60-day period following May 31, 2006.
(4)	Messrs. Holt, Newnam and Watts, 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)	Consists of 62,500 shares subject to outstanding stock options exercisable on or within the 60-day period following May 31, 2006.
(6)	Consists of 15,000 shares subject to outstanding stock options exercisable on or within the 60-day period following May 31, 2006.
(7)	Consists of 7,461 shares subject to outstanding stock options exercisable on or within the 60-day period following May 31, 2006.
(8)	Includes 384,961 shares subject to outstanding stock options exercisable on or within the 60-day period following May 31, 2006.

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	•	Carlyle capitalized Holdings with an aggregate equity contribution of $381.0 million;
	•	William C. Stone, our Chairman and Chief Executive Officer, contributed $165.0 million in equity to Holdings and certain other management and employee option holders contributed approximately $9.0 million of additional equity in the form of rollover options;
	•	we entered into our senior credit facilities consisting of:

	•	a $75.0 million revolving credit facility, of which $10.0 million was drawn on the closing date of the Transactions and the equivalent of up to $10.0 million may be drawn in Canadian dollars on or after the closing either by us or one of our Canadian subsidiaries; and
	•	a $275.0 million term loan facility, which was fully drawn on the closing date and of which the equivalent of $75.0 million ($17 million of which is denominated in U.S. dollars and $58 million of which is denominated in Canadian dollars) was drawn by one of our Canadian subsidiaries;

	•	we issued and sold $205.0 million in aggregate principal amount of the old notes;
	•	all outstanding options to purchase shares of our 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 our common stock) was, subject to certain conditions, assumed by Holdings and converted into an option to acquire common stock of Holdings; and
	•	all in-the-money warrants to purchase shares of our common stock were cancelled in exchange for a certain amount of cash.

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	(x) cause our registration statement to be declared effective under the Securities Act on or before the 270th day after the issue date of the old notes;
	(y) keep the exchange offer open for at least 20 business days (or longer if required by applicable law) after the date that notice of the exchange offer is mailed or otherwise transmitted to holders of the old notes; and
	(z) consummate the exchange offer on or prior to the 300th day following the issue date of the old notes.

	(a) we are not permitted to file the exchange offer registration statement or to consummate the exchange offer due to a change in law or in currently prevailing interpretations of the staff of the SEC; or
	(b) for any reason, we do not consummate the exchange offer by the 300th day after the issue date of the old notes; or
	(c) the initial purchasers so request at any time after the consummation of the exchange offer with respect to old notes not eligible to be exchanged for the exchange notes; or
	(d) any holder that participates in the exchange offer does not receive exchange notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such holder as our affiliate within the meaning of the Securities Act) and so notifies us within 20 business days after such holder first becomes aware of such restrictions;

	•	we do not consummate an initial exchange offer by the 300th day after the issue date of the old notes;
	•	the exchange offer registration or the shelf registration statement is not declared effective by the dates required in the registration rights agreement;
	•	the shelf registration statement has not been filed on or prior to the filing date required in the registration rights agreement; or
	•	the shelf registration statement is declared effective, but thereafter, subject to certain exceptions, ceases to be effective or usable in connection with resales of any notes registered under the shelf registration statement during the periods specified in the registration rights agreement.

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	•	you are not an “affiliate” of SS&C Technologies, Inc. or any guarantor within the meaning of Rule 405 under the Securities Act;
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you do not have an arrangement or understanding with any person to engage in the distribution of the exchange notes in violation of the provisions of the Securities Act;
	•	you are not engaging in or intend to engage in a distribution of the exchange notes; and
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that you will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

	•	you are not an “affiliate” of SS&C Technologies, Inc. or any guarantor within the meaning of Rule 405 under the Securities Act;
	•	you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes in violation of the provisions of the Securities Act;
	•	you are not engaged in, and do not intend to engage in, a distribution of the exchange notes; and
	•	you are acquiring the exchange notes in the ordinary course of your business.

	•	You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corp. (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling, publicly available July 2, 1993, or similar no-action letters; and
	•	in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

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	•	to delay accepting any old notes until confirmation that they have been properly tendered, to extend the exchange offer or, if any of the conditions set forth under “— Conditions to the Exchange Offer” shall not have been satisfied, to terminate the exchange offer, by giving oral or written notice of that delay, extension or termination to the exchange agent, or
	•	to amend the terms of the exchange offer in any manner.

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	•	the exchange offer violates applicable law or any applicable interpretation of the staff of the SEC;
	•	any action or proceeding has been instituted or threatened in any court or by any governmental agency that might materially impair our ability to proceed with the exchange offer, or a material adverse development shall have occurred in any existing action or proceeding with respect to us; or
	•	all governmental approvals, which we deem necessary for the consummation of the exchange offer, shall not have been obtained.

	•	the representations described under “— Purpose and Effect”; or
	•	any other representations as may be reasonably necessary under applicable SEC rules, regulations, or interpretations to make available to us an appropriate form of registration of the exchange notes under the Securities Act.

	•	complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature(s) on the letter of transmittal guaranteed if required by the letter of transmittal and mail or deliver such letter of transmittal or facsimile thereof to the exchange agent at the address set forth below under “— Exchange Agent” prior to the expiration date; or
	•	comply with DTC’s Automated Tender Offer Program, or ATOP, procedures described below.

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	•	the exchange agent must receive certificates for old notes along with the letter of transmittal prior to the expiration date;
	•	the exchange agent must receive a timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent’s message prior to the expiration date; or
	•	you must comply with the guaranteed delivery procedures described below.

	•	make appropriate arrangements to register ownership of the old notes in your name; or
	•	obtain a properly completed bond power from the registered holder of old notes.

	•	by a registered holder of the old notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
	•	for the account of an eligible guarantor institution.

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	•	DTC has received an express acknowledgment from a participant in its ATOP that is tendering old notes that are the subject of the book-entry confirmation;
	•	the participant has received and agrees to be bound by the terms and subject to the conditions set forth in this prospectus; and
	•	the Company may enforce the agreement against such participant.

	•	have agreed to irrevocably sell, assign, transfer and exchange, to us all right, title and interest in, to and under all of the old notes tendered thereby;
	•	have represented and warranted that when such old notes are accepted for exchange by us, we will acquire good and marketable title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims; and
	•	have irrevocably appointed the exchange agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered old notes, with full power of substitution to (1) deliver certificates representing such old notes, or transfer ownership of such old notes on the account books maintained by DTC (together, in any such case, with all accompanying evidences of transfer and authenticity), to us, (2) present and deliver such old notes for transfer on our books and (3) receive all benefits and otherwise exercise all rights and incidents of beneficial ownership with respect to such old notes, all in accordance with the terms of the exchange offer.

	•	old notes or a timely book-entry confirmation of such old notes into the exchange agent’s account at the book-entry transfer facility; and
	•	a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message.

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	•	you are not our affiliate or an affiliate of any guarantor within the meaning of Rule 405 under the Securities Act;
	•	you are acquiring the exchange notes in the ordinary course of your business;
	•	you do not have an arrangement or understanding with any person to participate in a distribution of the exchange notes;
	•	you are not engaging in or intend to engage in a distribution of the exchange notes; and
	•	if you are a broker that will receive exchange notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities, that you will comply with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder).

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	•	the tender is made through an eligible guarantor institution;
	•	prior to the expiration date, the exchange agent receives from such eligible guarantor institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery or a properly transmitted agent’s message and notice of guaranteed delivery, that (1) sets forth your name and address, the certificate number(s) of such old notes and the principal amount of old notes tendered; (2) states that the tender is being made thereby; and (3) guarantees that, within three New York Stock Exchange trading days after the expiration date, the letter of transmittal, or facsimile thereof, together with the old notes or a book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and
	•	the exchange agent receives the properly completed and executed letter of transmittal or facsimile thereof, as well as certificate(s) representing all tendered old notes in proper form for transfer or a book-entry confirmation of transfer of the old notes into the exchange agent’s account at DTC all other documents required by the letter of transmittal within three New York Stock Exchange trading days after the expiration date.

	•	the exchange agent must receive a written notice, which may be by telegram, telex, facsimile or letter, of withdrawal at its address set forth below under “— Exchange Agent”; or
	•	you must comply with the DTC’s ATOP procedures.

	•	specify the name of the person who tendered the old notes to be withdrawn;
	•	identify the old notes to be withdrawn, including the certificate numbers and principal amount of the old notes; and

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	•	signed by the holder in the same manner as the original signature on the letter of transmittal by which such old notes are tendered (including any required signature guarantees).

By Registered and Certified Mail: Wells Fargo Bank, N.A.		By Overnight Courier or Regular Mail: Wells Fargo Bank, N.A.		By Hand Delivery: Wells Fargo Bank, N.A. Corporate Trust Services
Corporate Trust Operations MAC N9303-121 P.O. Box 1517		Corporate Trust Operations MAC N9303-121 6th & Marquette Avenue		608 2nd Avenue South Northstar East Building — 12th Floor
Minneapolis, MN 55480		Minneapolis, MN 55479 Or By Facsimile Transmission: (612) 667-6282 Telephone: (800) 344-5128		Minneapolis, MN 55402

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	The Notes

	•	are general unsecured obligations of the Company;
	•	are subordinated in right of payment to all existing and future Senior Debt of the Company;
	•	are pari passu in right of payment to all future senior subordinated indebtedness of the Company; and
	•	are unconditionally guaranteed on a senior subordinated basis by the Guarantors.

	The Note Guarantees

	•	is a general unsecured obligation of the Guarantor;
	•	is subordinated in right of payment to all existing and future Guarantor Senior Debt of that Guarantor; and
	•	is pari passu in right of payment to all future senior subordinated indebtedness of the Guarantor.

	•	total Senior Debt of $483.2 million; and
	•	no subordinated or senior subordinated Indebtedness other than the Notes.

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	•	total Guarantor Senior Debt of $483.2 million, $278.2 million of which consists of their guarantees of the Company’s obligations under the Credit Agreement; and
	•	no subordinated or senior subordinated Indebtedness other than the guarantees of the Notes.

	Restricted and Unrestricted Subsidiaries

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	(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and
	(2) either:

	(a) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or
	(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture.

	(1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the “Asset Sale” provisions of the Indenture;
	(2) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate the provisions found below under “— Certain Covenants — Merger, Consolidation or Sale of Assets”;
	(3) if the Company designates that Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture;
	(4) upon legal defeasance or satisfaction and discharge of the Indenture as provided below under “— Legal Defeasance and Covenant Defeasance” and “— Satisfaction and Discharge”; or
	(5) if such Guarantor is released and discharged from all of its Indebtedness under the Credit Agreement and all of its guarantees of any Indebtedness outstanding under the Credit Agreement and all obligations under any of the Company’s other Indebtedness or any Indebtedness of the Guarantors.

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	(1) in a liquidation or dissolution of the Company;
	(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property;
	(3) in an assignment for the benefit of creditors; or
	(4) in any marshaling of the Company’s assets and liabilities.

	(1) a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or
	(2) any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the holders of any Designated Senior Debt.

	(1) in the case of a payment default, upon the date on which such default is cured or waived; and
	(2) in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated.

	(1) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and
	(2) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the notes that have come due have been paid in full in cash.

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	(1) the payment is prohibited by these subordination provisions; and
	(2) the trustee or the holder has actual knowledge that the payment is prohibited, the trustee or the holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative.

	(1) at least 65% of the aggregate principal amount of Notes originally issued under the Indenture (excluding Notes held by the Company and its Subsidiaries) remains outstanding immediately after the occurrence of such redemption; and
	(2) the redemption occurs within 90 days of the date of the closing of such Equity Offering.

Year		Percentage
2009			105.8750	%
2010			102.9375	%
2011 and thereafter			100.0000	%

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	Change of Control

	(1) accept for payment all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer;
	(2) deposit with the paying agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and
	(3) deliver or cause to be delivered to the trustee the Notes properly accepted together with an officers’ certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.

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	Asset Sales

	(1) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the assets or Equity Interests issued or sold or otherwise disposed of; and
	(2) at least 75% of the consideration received in the Asset Sale by the Company or such Restricted Subsidiary is in the form of cash or Cash Equivalents.

	(a) any liabilities of the Company or any Restricted Subsidiary (as shown on the Company’s or of such Restricted Subsidiary’s most recent balance sheet or in the notes thereto) that are not by their terms subordinated to the Notes or the Note Guarantees that are assumed by the transferee of any such assets pursuant to a customary assumption agreement;
	(b) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee convertible into Cash Equivalents by the Company or such Restricted Subsidiary within 180 days of the closing of the Asset Sale, to the extent of the Cash Equivalents to be received in such conversion; and
	(c) any Capital Stock, properties or assets of the kind referred to in clauses (2) or (3) of the next paragraph of this covenant.

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	(1) to reduce (x) Senior Debt, and if the Senior Debt so reduced is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto or (y) other Obligations under Indebtedness that rank pari passu with the Notes (provided, however, that if the Company shall so reduce Obligations under Indebtedness that ranks pari passu with the Notes, it will offer to equally and ratably reduce Obligations under the Notes by making an offer (in accordance with the procedures set forth below for an Asset Sale Offer (as defined below)) to all holders of Notes to purchase at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, on the pro rata principal amount of Notes);
	(2) to acquire Capital Stock of any business to the extent that such business is a Permitted Business, if, after giving effect to any such acquisition of Capital Stock, the Permitted Business is or becomes a Restricted Subsidiary of the Company;
	(3) to acquire properties or assets to the extent that such properties or assets are used or useful in a Permitted Business or replace properties or assets that were the subject of such Asset Sale; or
	(4) to make a capital expenditure that is used or useful in a Permitted Business.

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	Restricted Payments

	(1) declare or pay any dividend or make any other distribution on account of the Company’s Equity Interests (including any dividend or distribution payable in connection with any merger or consolidation involving the Company) other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company;
	(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company;
	(3) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee in each case prior to any scheduled repayment sinking fund payment, principal installment or Stated Maturity thereof (other than (x) Indebtedness permitted under clauses (6), (7) and (8) of the definition of “Permitted Debt” or (y) the purchase, repurchase or other acquisition or retirement of Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of the purchase, repurchase, acquisition or retirement); or
	(4) make any Restricted Investment

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	(1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment;
	(2) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under “— Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the date of the Indenture (excluding Restricted Payments permitted by clauses (1) through (5), (7) and (9) through (15) of the next succeeding paragraph) is less than the sum, without duplication, of:

	(a) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the fiscal quarter in which the Issue Date occurs to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus
	(b) 100% of the aggregate Net Proceeds and the Fair Market Value of property, assets or marketable securities received by the Company since the date of the Indenture as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (in each case other than (1) Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company or to an employee stock ownership plan or other trust established by the Company or any Restricted Subsidiary, (2) Designated Preferred Stock and (3) Excluded Contributions); plus
	(c) with respect to Restricted Investments made by the Company or its Restricted Subsidiaries after the Issue Date, an amount equal to (without duplication, to the extent included in Consolidated Net Income) (1) the net reduction in such Restricted Investments in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary, (2) the net cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of any such Restricted Investment or the receipt by the Company or any of its Restricted Subsidiaries of any dividends or distributions from such Restricted Investment or (3) the net reduction in such Restricted Investment resulting from the release of any guarantee (except to the extent any amounts are paid under such guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries.

	(1) the payment of any dividend within 60 days after the date of declaration of the dividend if at the date of declaration of such payment the dividend would have complied with the provisions of the Indenture;
	(2) the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock or Designated Preferred Stock and other than the sale of Equity Interests designated as an Excluded Contribution) or from the substantially concurrent contribution of common equity capital to the Company; provided that the amount of any such net

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	cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (3)(b) of the preceding paragraph;
	(3) the repurchase, redemption, defeasance or other acquisition or retirement for value of Indebtedness of the Company or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness;
	(4) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary of the Company held by any current or former officer, director or employee of the Company or any Restricted Subsidiary pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or payments to Parent in amounts equal to amounts expended by Parent to repurchase, redeem or otherwise acquire or retire for value any Equity Interests of Parent held by any current or former officer, director or employee of Parent, the Company or any of its Subsidiaries (or their permitted transferees) pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5.0 million in any twelve-month period plus any unutilized portion of such amount in any prior fiscal year (subject to a maximum of $10.0 million in any twelve-month period); and provided further that such amount in any twelve-month period may be increased by an amount equal to (x) the cash proceeds received by the Company or any Restricted Subsidiary from the sale of Equity Interests of the Company (other than Disqualified Stock) or of the Parent (to the extent contributed to the Company) to members of management, directors or consultants of the Company or any Restricted Subsidiary or Parent; plus (y) the cash proceeds of key man life insurance policies received by the Company or Parent (to the extent contributed to the Company) or any Restricted Subsidiary;
	(5) the repurchase of Equity Interests deemed to occur upon the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options;
	(6) the payment of dividends on the Company’s common stock (or the payment of dividends to Parent to fund the payment by Parent of dividends on its common stock) following any public offering of common stock of Parent or the Company, as the case may be, after the date of the Indenture, of up to 6.0% per annum of the net proceeds received by the Company (or by Parent and contributed to the Company) from such public offering other than any public offering constituting an Excluded Contribution; provided, however, that the aggregate amount of all such dividends shall not exceed the aggregate amount of Net Proceeds received by the Company (or by Parent and contributed to the Company) from such public offering;
	(7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary of the Company issued after the date of the Indenture in accordance with the Consolidated Leverage Ratio test described below under “— Incurrence of Indebtedness and Issuance of Preferred Stock”;
	(8) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock issued by the Company after the Issue Date and the declaration and payment of dividends to a direct or indirect parent of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock of such parent issued after the Issue Date; provided that (A) for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock, after giving effect to such issuance and declaration on a pro forma basis, the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph under “— Incurrence of Indebtedness and Issuance of Preferred Stock” and (B) the aggregate amount of dividends declared and paid pursuant to this clause (8) shall not exceed the aggregate amount of cash

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	actually received by the Company from the sale of such Designated Preferred Stock issued after the Issue Date;
	(9) upon the occurrence of a Change of Control and within 60 days after completion of the offer to repurchase notes pursuant to “— Repurchase at the Option of Holders — Change of Control” (including the purchase of all Notes tendered), any purchase or redemption of Subordinated Indebtedness of the Company that is required to be repurchased or redeemed pursuant to the terms thereof as a result of such Change of Control, at a purchase price not greater than 101% of the outstanding principal amount thereof (plus accrued and unpaid interest and Liquidated Damages, if any);
	(10) Investments in Unrestricted Subsidiaries having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (10) that are at that time outstanding, not to exceed $15.0 million at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);
	(11) the distribution, as a dividend or otherwise of shares of Capital Stock of, or Indebtedness owed to the Company or any Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are cash and/or Cash Equivalents);
	(12) cash dividends or other distributions on the Company’s Capital Stock used to, or the making of loans to any direct or indirect parent of the Company to, fund the payment of fees and expenses incurred in connection with, or other payments contemplated by, the Transactions or as contemplated by the Acquisition Documents or owed by the Company or Parent, as the case may be, or Restricted Subsidiaries to Affiliates;
	(13) Investments that are made with Excluded Contributions;
	(14) Permitted Payments to Parent; and
	(15) other Restricted Payments in an aggregate amount not to exceed $10.0 million since the date of the Indenture;

	Incurrence of Indebtedness and Issuance of Preferred Stock

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	(1) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount thereof) not to exceed $400.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Company or any Restricted Subsidiary since the date of the Indenture to repay any term Indebtedness under a Credit Facility or to repay any revolving credit Indebtedness under a Credit Facility and effect a corresponding commitment reduction thereunder pursuant to the covenant described above under “— Repurchase at the Option of Holders — Asset Sales”;
	(2) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness;
	(3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees;
	(4) the incurrence by the Company or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used by the Company or any Restricted Subsidiary in any Permitted Business, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4), not to exceed $10.0 million;
	(5) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (13), (15) or (17) of this paragraph including additional Indebtedness incurred to pay premiums and fees in connection therewith;
	(6) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between or among the Company and any Restricted Subsidiary; provided, however, that:

	(a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes and the Note Guarantees; and
	(b) any (1) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company or (2) sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company,

	(7) the issuance by any of the Company’s Restricted Subsidiaries to the Company or to any Restricted Subsidiary of shares of Preferred Stock; provided, however, that any (a) subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary of the Company or (b) sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Restricted Subsidiary of the Company, will be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that was not permitted by this clause (7);
	(8) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations in the ordinary course of business and not for speculative purposes;

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	(9) (x) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed and (y) any guarantee by a Restricted Subsidiary that is not a Guarantor of Indebtedness of another Restricted Subsidiary that is not a Guarantor that was permitted to be incurred by another provision of this covenant;
	(10) Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, health, disability or other employee benefits, or property, casualty or liability insurance, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;
	(11) the incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days;
	(12) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that
	(a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary prepared in accordance with GAAP (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (12)(a)) and
	(b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;
	(13) Contribution Indebtedness;
	(14) Indebtedness of the Company or any Restricted Subsidiary consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;
	(15) Indebtedness, Disqualified Stock or Preferred Stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness, Disqualified Stock or Preferred Stock is not incurred in contemplation of such acquisition or merger; provided further that after giving effect to such acquisition or merger, either

	(a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first sentence of this covenant or
	(b) the Consolidated Leverage Ratio of the Company and its Restricted Subsidiaries is lower than immediately prior to such acquisition or merger;

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	(16) Indebtedness incurred by a Securitization Subsidiary in a Qualified Securitization Financing that is not recourse to the Company or any Restricted Subsidiary, other than a Securitization Subsidiary (except for Standard Securitization Undertakings); and
	(17) the incurrence by the Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (17), not to exceed $25.0 million at any time outstanding.

	(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and
	(2) the principal amount of the Indebtedness, in the case of any other Indebtedness.

	Limitation on Senior Subordinated Debt

	Liens

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	(1) such Lien is a Permitted Lien;
	(2) in the case of Liens securing Indebtedness subordinated to the Notes or the Note Guarantees, the Notes and any Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior in priority to such Liens; or
	(3) in all other cases, the Notes and any Note Guarantees are equally and ratably secured.

	Dividend and Other Payment Restrictions Affecting Subsidiaries

	(1) pay dividends or make any other distributions on its Capital Stock to the Company or any Restricted Subsidiary, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to the Company or any Restricted Subsidiary;
	(2) make loans or advances to the Company or any Restricted Subsidiary; or
	(3) sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary.

	(1) agreements governing Existing Indebtedness and Credit Facilities as in effect on the date of the Indenture;
	(2) the Indenture, the Notes and the Note Guarantees;
	(3) applicable law, rule, regulation or order;
	(4) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any Restricted Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the Indenture to be incurred;
	(5) customary provisions (including non-assignment provisions) contained in leases, subleases, licenses or asset sale agreements and other agreements entered into in the ordinary course of business;
	(6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property purchased or leased of the nature described in clause (3) of the preceding paragraph (but not subject to the dollar limit in such clause (3));
	(7) any agreement for the sale or other disposition of a Restricted Subsidiary (including a sale of its Capital Stock or its assets) that restricts distributions by that Restricted Subsidiary pending the sale or other disposition;
	(8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced;

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	(9) Liens permitted to be incurred under the provisions of the covenant described above under “— Liens” that limit the right of the debtor to dispose of the assets subject to such Liens;
	(10) provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Company’s Board of Directors, which limitation is applicable only to the assets that are the subject of such agreements;
	(11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;
	(12) Indebtedness of a Restricted Subsidiary permitted to be incurred under the Indenture; provided that (a) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (b) such encumbrances or restrictions will not affect the Company’s ability to make payments of principal or interest payments on the Notes, as determined in good faith by the Board of Directors of the Company; and
	(13) any encumbrances or restrictions of the type referred to in clauses (1), (2) and (3) of the first paragraph above imposed by any amendments, modifications, re-statements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (12) above; provided, however, that the encumbrances or restrictions imposed by such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Company’s Board of Directors, not materially less favorable to the holders of the notes than encumbrances and restrictions contained in such predecessor agreements.

	Merger, Consolidation or Sale of Assets

	(1) either: (a) the Company is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia (the Company or such Person, including the Person to which such sale, assignment, transfer, conveyance or other disposition has been made, as the case may be, being herein called the “Successor Company”);
	(2) the Successor Company (if other than the Company) assumes all the obligations of the Company under the Notes, the Indenture and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the trustee;
	(3) immediately after such transaction, no Default or Event of Default exists; and
	(4) immediately after giving pro forma effect to such transaction and any related financing transactions, as if the same had occurred at the beginning of the applicable four-quarter period, either (a) the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test set forth in the first paragraph of the covenant described under “— Incurrence of Indebtedness and Issuance of Preferred Stock” or (b) the Consolidated Leverage Ratio for the Successor Company and its Restricted Subsidiaries would be lower than such ratio for the Company and its Restricted Subsidiaries immediately prior to such transaction.

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	(1) a merger of the Company with an Affiliate solely for the purpose of reincorporating the Company in another jurisdiction; or
	(2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Company and its Restricted Subsidiaries.

	Transactions with Affiliates

	(1) the Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person; and
	(2) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, (x) a majority of the disinterested members of the Board of Directors of the Company have determined in good faith that the criteria set forth in the immediately preceding clause (1) are satisfied and have approved the relevant Affiliate Transaction as evidenced by a resolution of the Board of Directors of the Company and (y) the Company has received an opinion from an Independent Financial Advisor that such Affiliate Transaction complies with the immediately preceding clause (1).

	(1) any employment agreement, fee arrangement, employee benefit plan, indemnification agreement or any similar arrangement entered into by the Company or any Restricted Subsidiary with officers, directors, employees or consultants of the Company, any of its direct or indirect parent entities, or any Restricted Subsidiary in the ordinary course of business and payments pursuant thereto;
	(2) transactions between or among the Company and/or its Restricted Subsidiaries;
	(3) Restricted Payments that do not violate the provisions of the Indenture described above under “— Restricted Payments” and Permitted Investments permitted by the Indenture;
	(4) payments made by the Company or any Restricted Subsidiary to the Sponsors and any of their Affiliates (a) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the holders of the Notes in any material respect than the

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	Management Agreement) or (b) for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments, in the case of this clause (b), are approved by a majority of the disinterested members of the Board of Directors of the Company in good faith;
	(5) payments, loans (or cancellations of loans) or advances to employees or consultants of the Company or any of its direct or indirect parent entities or any Restricted Subsidiary that are approved by the Board of Directors of the Company and which are otherwise permitted under the Indenture, but in any event not to exceed $5.0 million in the aggregate outstanding at any one time;
	(6) payments made or performance under any agreement as in effect on the date of the Indenture or any amendment thereto (so long as any such amendment is not less advantageous to the holders of the Notes in any material respect than the original agreement as in effect on the date of the Indenture);
	(7) the Transactions and the payment of all transaction, underwriting, commitment and other fees and expenses incurred in connection with the Transactions;
	(8) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture that are fair to the Company or its Restricted Subsidiaries, in the reasonable determination of the members of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as would reasonably have been entered into at such time with an unaffiliated party;
	(9) the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Person;
	(10) the issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock option and stock ownership plans or similar employee benefit plans approved by the Board of Directors of the Company or any direct or indirect parent company of the Company or a Restricted Subsidiary of the Company, as appropriate, in good faith;
	(11) any contribution to the capital of the Company;
	(12) transactions between the Company or any Restricted Subsidiary and any Person, a director of which is also a director of the Company or any direct or indirect parent company of the Company and such director is the sole cause for such Person to be deemed an Affiliate of the Company or any Restricted Subsidiary; provided, however, that such director abstains from voting as director of the Company or such direct or indirect parent company, as the case may be, on any matter involving such other Person;
	(13) pledges of Equity Interests of Unrestricted Subsidiaries;
	(14) transactions pursuant to a Qualified Securitization Financing; and
	(15) Permitted Parent Payments to Parent.

	Business Activities

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	Additional Note Guarantees

	Designation of Restricted and Unrestricted Subsidiaries

	Payments for Consent

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	Reports

	(1) all quarterly and annual financial information that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Company were required to file such reports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual financial information only, a report on the annual financial statements by the Company’s certified independent accountants; and
	(2) all information that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports.

	(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of the Indenture;
	(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes;

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	(3) failure by the Company to comply with its obligations under the first paragraph of “— Certain Covenants — Merger, Consolidation or Sale of Assets”;
	(4) failure by the Company or any Restricted Subsidiary for 60 days after notice to the Company by the trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture;
	(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture (other than Indebtedness owed to the Company or a Restricted Subsidiary), if that default:

	(a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or
	(b) results in the acceleration of such Indebtedness prior to its express maturity,

	and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more;

	(6) failure by the Company or any Restricted Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed;
	(7) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of such a Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 10 days; and
	(8) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary.

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	(1) such holder has previously given the trustee notice that an Event of Default is continuing;
	(2) holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the trustee to pursue the remedy;
	(3) such holders have offered the trustee reasonable security or indemnity against any loss, liability or expense;
	(4) the trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity; and
	(5) holders of a majority in aggregate principal amount of the then outstanding Notes have not given the trustee a direction inconsistent with such request within such 60-day period.

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	(1) the rights of holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are solely due from the trust referred to below;
	(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
	(3) the rights, powers, trusts, duties and immunities of the trustee, and the Company’s obligations in connection therewith; and
	(4) the Legal Defeasance provision of the Indenture.

	(1) the Company must irrevocably deposit with the trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, and interest, premium and Liquidated Damages, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;
	(2) in the case of Legal Defeasance, the Company must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;
	(3) in the case of Covenant Defeasance, the Company must deliver to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
	(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);

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	(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;
	(6) the Company must deliver to the trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the holders of Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and
	(7) the Company must deliver to the trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

	(1) reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;
	(2) reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than provisions relating to the covenants described above under “— Repurchase at the Option of Holders”);
	(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;
	(4) waive a Default or Event of Default in the payment of principal of, or interest, premium or Liquidated Damages, if any, on, the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);
	(5) make any Note payable in money other than that stated in the Notes;
	(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or premium, if any, or interest on the Notes;
	(7) waive a redemption payment with respect to any Note (other than a payment required by one of the covenants described above under “— Repurchase at the Option of Holders”);
	(8) release any Guarantor from any of its obligations under its Note Guarantee or the Indenture, except in accordance with the terms of the Indenture; or
	(9) make any change in the preceding amendment and waiver provisions.

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	(1) to cure any ambiguity, defect or inconsistency;
	(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;
	(3) to provide for the assumption of the Company’s or a Guarantor’s obligations to holders of Notes and Note Guarantees in the case of a merger or consolidation or sale of all or substantially all of the Company’s or such Guarantor’s assets, as applicable;
	(4) to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder;
	(5) to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
	(6) to conform the text of the Indenture, the Notes, or the Note Guarantees to any provision of this Description of Exchange Notes to the extent that such provision in this Description of Exchange Notes was intended to be a verbatim recitation of a provision of the Indenture, the Notes or the Note Guarantees;
	(7) to release a Guarantor upon its sale or designation as an Unrestricted Subsidiary or other permitted release from its Note Guarantee;
	(8) to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture; or
	(9) to allow any Guarantor to execute a supplemental indenture and/or a Note Guarantee with respect to the Notes.

	(1) either:

	(a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the trustee for cancellation; or
	(b) all Notes not theretofore delivered to the trustee for cancellation (1) have become due and payable or (2) will become due and payable within one year, or are to be called for redemption within one year, under arrangements reasonably satisfactory to the trustee for the giving of notice of redemption by the trustee in the name, and at the expense, of the Company, and the Company has irrevocably deposited or caused to be deposited with the trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from the Company directing the trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

	(2) the Company has paid all other sums payable by it under the Indenture; and

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	(3) the Company has delivered to the trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

	(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of, such specified Person; and
	(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

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	(1) 1.0% of the then outstanding principal amount of the Note; and
	(2) the excess of:

	(a) the present value at such redemption date of (1) the redemption price of the Note at December 1, 2009 (such redemption price being set forth in the table appearing above under “— Optional Redemption”) plus (2) all required interest payments due on the Note, through December 1, 2009 (excluding accrued but unpaid interest), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over
	(b) the then outstanding principal amount of the Note.

	(1) the sale, lease, conveyance or other disposition of any assets or rights; and
	(2) the issuance of Equity Interests in any of the Company’s Restricted Subsidiaries.

	(1) a disposition of Cash Equivalents or obsolete or worn out property or equipment in the ordinary course of business or inventory (or other assets) held for sale in the ordinary course of business and dispositions of property no longer used or useful in the conduct of the business of the Company and its Restricted Subsidiaries;
	(2) the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to the covenant contained under “— Certain Covenants — Merger, Consolidation or Sale of Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture;
	(3) the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, pursuant to the covenant contained under “— Certain Covenants — Restricted Payments” or the granting of a Lien permitted by the covenant contained under “— Certain Covenants — Liens”;
	(4) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate Fair Market Value of less than $1.0 million;
	(5) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to another Restricted Subsidiary;
	(6) the sale, lease, assignment, sublease, license or sublicense of any assets or rights in the ordinary course of business;
	(7) any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary;
	(8) foreclosures on assets;
	(9) disposition of an account receivable in connection with the collection or compromise thereof;
	(10) sales of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” to a Securitization Subsidiary in connection with any Qualified Securitization Financing;
	(11) a transfer of Securitization Assets and related assets of the type specified in the definition of “Securitization Financing” (or a fractional undivided interest therein) by a Securitization Subsidiary in a Qualified Securitization Financing; and

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	(12) the grant in the ordinary course of business of any licenses of patents, trademarks, know-how and any other intellectual property.

	(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
	(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;
	(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
	(4) with respect to any other Person, the board or committee of such Person serving a similar function.

	(1) in the case of a corporation, corporate stock;
	(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
	(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
	(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

	(1) United States dollars or, in the case of a Foreign Subsidiary, such local currencies held by it from time to time in the ordinary course of business;
	(2) securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 12 months or less from the date of acquisition;
	(3) certificates of deposit and eurodollar time deposits with maturities of 12 months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding 12 months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $250.0 million and a Thomson Bank Watch Rating of “B” or better;

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	(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
	(5) commercial paper having a rating of at least A-1 from Moody’s or P-1 from S&P and, in each case, maturing within 12 months after the date of acquisition;
	(6) readily marketable direct obligations issued by any state of the United States or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 12 months or less from the date of acquisition;
	(7) instruments equivalent to those referred to in clauses (1) to (6) above denominated in euro or pound sterling or any other foreign currency comparable in credit quality and tenor to those referred to above and customarily used by corporations for cash management purposes in any jurisdiction outside the United States to the extent reasonably required in connection with any business conducted by any Restricted Subsidiary organized in such jurisdiction; and
	(8) investment in funds which invest substantially all of their assets in Cash Equivalents of the kinds described in clauses (1) through (7) of this definition

	(1) the direct or indirect 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 properties or assets of the Company and its Subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) of the Exchange Act) other than a Permitted Holder;
	(2) prior to an initial public offering of the Company or any direct or indirect parent of the Company, any “person” (as defined above) other than a Permitted Holder becomes the Beneficial Owner, directly or indirectly, of more of the Voting Stock of the Company (measured by voting power rather than number of shares) than is at the time Beneficially Owned by the Permitted Holders in the aggregate;
	(3) after an initial public offering of the Company or any direct or indirect parent of the Company, any “person” (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 40% of the Voting Stock of the Company, measured by voting power rather than number of shares; or
	(4) after an initial public offering of the Company or any direct or indirect parent of the Company, the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors.

	(1) the provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period to the extent deducted in computing Consolidated Net Income, plus
	(2) Consolidated Interest Expense of such Person for such period to the extent deducted in computing Consolidated Net Income, plus
	(3) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent deducted in computing Consolidated Net Income, plus
	(4) any reasonable expenses or charges incurred in connection with any equity offering (but if such equity offering is a sale of Equity Interests in any part of the Company, only to the extent that

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	proceeds of such equity offering are received by or contributed to the equity of the Company), Permitted Investment, acquisition, recapitalization or Indebtedness permitted to be incurred under the Indenture (in each case whether or not consummated) or pursuant to the Transactions (including, without limitation, the fees payable to the Sponsors pursuant to the Management Agreement in connection with the Transactions), plus
	(5) the amount of any restructuring charges or reserves (which, for the avoidance of doubt, shall include retention, severance, systems establishment cost, excess pension charges, contract termination costs, including future lease commitments, and costs to consolidate facilities and relocate employees) to the extent deducted in computing Consolidated Net Income, plus
	(6) any other noncash charges (including any impairment charges and the impact of purchase accounting, including, but not limited to, the amortization of inventory step-up) to the extent deducted in computing Consolidated Net Income (excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period), plus
	(7) any net gain or loss resulting from Hedging Obligations, plus
	(8) the amount of management, monitoring, consulting, advisory fees, termination payments and related expenses paid to the Sponsors (or any accruals relating to such fees and related expenses) during such period pursuant to the Management Agreement, plus
	(9) Securitization Fees to the extent deducted in computing Consolidated Net Income, plus
	(10) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations, less

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	(1) any net after-tax extraordinary, unusual or nonrecurring gains or losses shall be excluded;
	(2) the Net Income for such period shall not include the cumulative effect of a change in accounting principle(s) during such period;
	(3) any net after-tax gains or losses attributable to asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Person) and any gain (or loss) realized upon the sale or other disposition of any Capital Stock of any Person shall be excluded;
	(4) the Net Income for such period of any entity that is not a Subsidiary of such Person, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided, however, that, to the extent not already included, Consolidated Net Income of such Person shall be (A) increased by the amount of dividends or other distributions or other payments that are actually paid in Cash Equivalents (or to the extent converted into Cash Equivalents) to the referent Person or a Restricted Subsidiary thereof in respect of such entity and such period (subject in the case of dividends paid or distributions or other payments made to a Restricted Subsidiary (other than a Guarantor) to the limitations contained in clause (5) below) and (B) decreased by the amount of any equity of the Person in a net loss of any such entity for such period to the extent the Person has funded such net loss;
	(5) non-cash compensation charges, including any such charges arising from stock options, restricted stock grants or other equity-incentive programs shall be excluded;

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	(6) any net after-tax gains or losses (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of Indebtedness shall be excluded;
	(7) the effect of any non-cash items resulting from any amortization, write-up, write-down or write-off of assets (including intangible assets, goodwill and deferred financing costs) in connection with the Transactions or any future acquisition, merger, consolidation or similar transaction (excluding any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period except to the extent such item is subsequently reversed) shall be excluded;
	(8) any net after-tax income or loss from discontinued operations and any net after-tax gains or losses on disposal of discontinued operations shall be excluded;
	(9) an amount equal to any Permitted Payments to Parent made to any parent company of such Person in respect of such period shall be included as though such amounts had been paid by such Person for such period for the expense or cost incurred by such parent company and for which such distribution was made;
	(10) any non-cash impairment charges resulting from the application of Statement of Financial Accounting Standards Nos. 142 and 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded;
	(11) accruals and reserves that are established within twelve months after the date of the Indenture and that are so required to be established as a result of the Transactions in accordance with GAAP shall be excluded; provided, however, that any noncash item that represents an accrual or reserve for a cash expenditure for a future period shall be treated as an expense in such future period when cash is paid (except to the extent such item would otherwise be excluded under this definition);
	(12) unrealized gains and losses relating to hedging transactions and mark-to-market Indebtedness denominated in foreign currencies resulting from the application of Statement of Financial Accounting Standards No. 52 shall be excluded; and
	(13) fees, expenses and charges in connection with the Transactions shall be excluded.

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	(1) was a member of such Board of Directors on the date of the Indenture or any other member of the Board of Directors designated or nominated or was otherwise approved by any Permitted Holder; or
	(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

	(1) any Indebtedness outstanding under the Credit Agreement; and
	(2) any other Senior Debt permitted under the Indenture the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Debt.”

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	(1) contributions to its common equity capital; and
	(2) the sale (other than to a Subsidiary or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company or any Subsidiary) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock),

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	(1) all monetary obligations of every nature of such Guarantor under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and
	(2) all Hedging Obligations (and guarantees thereof), in each case whether outstanding on the Issue Date or thereafter incurred.

	(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;
	(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and
	(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

	(1) in respect of borrowed money;
	(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);
	(3) in respect of banker’s acceptances;
	(4) representing Capital Lease Obligations;
	(5) representing the balance deferred and unpaid of the purchase price of any property or services (including, without limitation, earn-out obligations that are reflected as a liability on the balance sheet of such Person in accordance with GAAP) due more than six months after such property is acquired or such services are completed; or
	(6) representing any Hedging Obligations,

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	(1) as to which neither the Company nor any Restricted Subsidiary (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable as a guarantor or otherwise or (c) constitutes the lender;
	(2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its Stated Maturity; and
	(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of the Company or any Restricted Subsidiary.

	(1) any Investment in the Company or in a Restricted Subsidiary of the Company;
	(2) any Investment in Cash Equivalents;
	(3) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment:

	(a) such Person becomes a Restricted Subsidiary of the Company; or
	(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company;

	(4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under “— Repurchase at the Option of Holders — Asset Sales”;

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	(5) any Investment solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company;
	(6) any Investments received in compromise or resolution of (a) obligations of trade creditors or customers that were incurred in the ordinary course of business of the Company or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer, or (b) litigation, arbitration or other disputes;
	(7) Investments represented by Hedging Obligations;
	(8) loans or advances to employees other than executives restricted by the Sarbanes-Oxley Act of 2002 made in the ordinary course of business of the Company or any Restricted Subsidiary of the Company in an aggregate principal amount not to exceed $5.0 million at any one time outstanding;
	(9) guarantees (including Guarantees) of Indebtedness permitted under the covenant contained under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” and performance guarantees in the ordinary course of business;
	(10) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;
	(11) any Investment in a Securitization Subsidiary or any Investment by a Securitization Subsidiary in any other Person in connection with a Qualified Securitization Financing, including, without limitation, Investments of funds held in accounts permitted or required by the arrangements governing such Qualified Securitization Financing or any related Indebtedness; provided, however, that any Investment in a Securitization Subsidiary is in the form of a Purchase Money Note, contribution of additional Securitization Assets or an equity interest;
	(12) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business;
	(13) Investments of a Restricted Subsidiary of the Company acquired after the Issue Date or of an entity merged into, amalgamated with, or consolidated with a Restricted Subsidiary of the Company in a transaction that is not prohibited by the covenant described under “— Certain Covenants — Merger, Consolidation or Sale of Assets” after the Issue Date to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;
	(14) repurchases of the Notes;
	(15) any Investment existing on the date of the Indenture and any modification, replacement, renewal or extension thereof; provided, however, that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the date of the Indenture or (y) as otherwise permitted under the Indenture; and
	(16) other Investments in any Person having an aggregate Fair Market Value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed $15.0 million.

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	(1) Liens in favor of the Company or the Guarantors;
	(2) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Subsidiary;
	(3) Liens on property (including Capital Stock) existing at the time of acquisition of the property or assets by the Company or any Subsidiary of the Company; provided that such Liens were in existence prior to, such acquisition, and not incurred in contemplation of, such acquisition;
	(4) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (4) of the second paragraph of the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock” covering only the assets acquired with or financed by such Indebtedness;
	(5) Liens existing on the date of the Indenture;
	(6) Liens created for the benefit of (or to secure) the Notes or the Note Guarantees;
	(7) Liens to secure any Permitted Refinancing Indebtedness permitted to be incurred under the Indenture; provided, however, that:

	(a) the new Lien is limited to all or part of the same property and assets that secured or, under the written agreements pursuant to which the original Lien arose, could secure the original Indebtedness (plus improvements and accessions to such property, or proceeds or distributions thereof); and
	(b) the Indebtedness secured by the new Lien is not increased to any amount greater than the sum of (1) the outstanding principal amount, or, if greater, committed amount, of the original Indebtedness and (2) an amount necessary to pay any fees and expenses, including premiums, related to such renewal, refunding, refinancing, replacement, defeasance or discharge;

	(8) Liens with respect to the assets of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of such Restricted Subsidiary incurred in accordance with the covenant contained under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock”; and
	(9) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary of the Company permitted to be Incurred in accordance with the covenant described under “— Certain Covenants — Incurrence of Indebtedness and Issuance of Preferred Stock.”

	(1) franchise taxes and other fees, taxes and expenses required to maintain its corporate existence;
	(2) for so long as the Company is a member of a group filing a consolidated or combined tax return such direct or indirect parent entity, an allocable portion of the tax liabilities of such group that is attributable to the Company and its Subsidiaries;

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	(3) customary salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, officers and employees of such direct or indirect parent entity of the Company to the extent such salaries, bonuses, severance, indemnities and other benefits are attributable to the ownership or operation of the Company and its Restricted Subsidiaries including payments to William C. Stone pursuant to his employment agreement with Parent;
	(4) payments to the Sponsors and any of their Affiliates (a) pursuant to the Management Agreement or any amendment thereto (so long as such amendment is not less advantageous to the holders of the Notes in any material respect than the Management Agreement) or (b) for any other financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures, which payments, in the case of this clause (b), are approved by a majority of the disinterested members of the Board of Directors of the Company in good faith;
	(5) general corporate overhead expenses for such direct or indirect parent entity of the Company to the extent such expenses are attributable to the ownership or operation of the Company and its Restricted Subsidiaries; and
	(6) reasonable fees and expenses incurred in connection with any unsuccessful debt or equity offering by such direct or indirect parent entity of the Company.

	(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);
	(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;
	(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; and
	(4) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged.

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	(1) amounts required to be established as reserves;
	(2) amounts paid to investors in respect of interest;
	(3) principal and other amounts owing to such investors; and
	(4) amounts paid in connection with the purchase of newly generated receivables and (b) may be subordinated to the payments described in clause (a).

	(1) any controlling stockholder, 80% (or more) owned Subsidiary, or immediate family member (in the case of an individual) of a Person described in clause (1) of the definition of “Permitted Holder”; or
	(2) any trust, corporation, partnership, limited liability company or other entity, the beneficiaries, stockholders, partners, members, owners or Persons beneficially holding an 80% or more controlling interest of which consist of any one or more Permitted Holder.

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	(1) all monetary obligations of every nature of the Company under, or with respect to, the Credit Agreement, including, without limitation, obligations to pay principal, premium and interest, reimbursement obligations under letters of credit, fees, expenses and indemnities (and guarantees thereof); and
	(2) all Hedging Obligations (and guarantees thereof),

	(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
	(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

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	(1) has no Indebtedness other than Non-Recourse Debt;
	(2) except as permitted by the covenant described above under “— Certain Covenants — Transactions with Affiliates,” is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company;
	(3) is a Person with respect to which neither the Company nor any Restricted Subsidiary has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and
	(4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any Restricted Subsidiary.

	(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by
	(2) the then outstanding principal amount of such Indebtedness.

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	•	an individual that is a citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the “substantial presence” test under Section 7701(b) of the Code;
	•	a corporation or other entity taxable as a corporation for United States federal income tax purposes created or organized in the United States or under the laws of the United States or of any state therein or the District of Columbia;
	•	an estate, the income of which is subject to United States federal income tax regardless of its source; or
	•	a trust, if a United States court can exercise primary supervision over the administration of the trust and one or more United States persons can control all substantial trust decisions, or, if the trust was in existence on August 20, 1996, it has elected to continue to be treated as a United States person.

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	Effect of Certain Contingencies

	Interest

	Market Discount

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	Amortizable Bond Premium

	Sale or Other Disposition of the Notes

	Information Reporting and Backup Withholding

	•	fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number;
	•	furnishes an incorrect TIN;
	•	is notified by the IRS that it has failed to properly report payments of interest or dividends; or
	•	fails to certify, under penalties of perjury, that it has furnished a correct TIN, that the IRS has not notified the U.S. Holder that it is subject to backup withholding and that the U.S. Holder is a United States person (including a United States resident alien).

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	Effect of Certain Contingencies

	Interest

	•	such holder does not directly or indirectly, actually or constructively, own 10% or more of the total combined voting power of all of our voting stock;
	•	such holder is not a controlled foreign corporation that is related to us through actual or constructive stock ownership and is not a bank that received such notes on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its trade or business; and
	•	(1) the non-U.S. Holder certifies in a statement provided to us or our paying agent, under penalties of perjury, that it is not a “United States person” within the meaning of the Code and provides its name and address, (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the notes on behalf of the non-U.S. Holder certifies to us or our paying agent under penalties of perjury that it, or the financial institution between it and the non-U.S. Holder, has received from the non-U.S. Holder a statement, under penalties of perjury, that such holder is not a “United States person” and provides us or our paying agent with a copy of such statement, or (3) the non-U.S. Holder holds its notes directly through a “qualified intermediary” and certain conditions are satisfied.

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	Sale or Other Disposition of the Notes

	United States Trade or Business

	Backup Withholding and Information Reporting

	•	a United States person;
	•	a controlled foreign corporation for United States federal income tax purposes;
	•	a foreign person 50% or more of whose gross income is effectively connected with a United States trade or business for a specified three-year period; or
	•	a foreign partnership, if at any time during its tax year, one or more of its partners are United States persons, as defined in Treasury Regulations, who in the aggregate hold more than 50% of the income or capital interest in the partnership or if, at any time during its tax year, the foreign partnership is engaged in a United States trade or business.

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		Page
Consolidated Financial Statements of SS&C Technologies, Inc.
Report of Independent Registered Public Accounting Firm			F-2
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Balance Sheets at December 31, 2005 (Successor) and December 31, 2004 (Predecessor)			F-4
Consolidated Statements of Operations for the Period From November 23, 2005 Through December 31, 2005 (Successor), the Period From January 1, 2005 Through November 22, 2005 (Predecessor) and the Years Ended December 31, 2004 and 2003 (Predecessor)			F-5
Consolidated Statements of Cash Flows for the Period From November 23, 2005 Through December 31, 2005 (Successor), the Period From January 1, 2005 Through November 22, 2005 (Predecessor) and the Years Ended December 31, 2004 and 2003 (Predecessor)			F-6
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2003 and 2004 (Predecessor), the Period From January 1, 2005 Through November 22, 2005 (Predecessor) and the Period From November 23, 2005 through December 31, 2005 (Successor)			F-7
Notes to Consolidated Financial Statements			F-8
Consolidated Balance Sheets at March 31, 2006 and December 31, 2005 (Successor) (Unaudited)			F-43
Consolidated Statements of Operations for the Three Months Ended March 31, 2006 (Successor) and March 31, 2005 (Predecessor) (Unaudited)			F-44
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 (Successor) and March 31, 2005 (Predecessor) (Unaudited)			F-45
Notes to Consolidated Financial Statements (Unaudited)			F-46
Consolidated Financial Statements of Financial Models Company Inc.
Independent Auditors’ Report			F-56
Consolidated Balance Sheets at February 28, 2005 and February 29, 2004			F-57
Consolidated Statements of Operations for the Years Ended February 28, 2005, February 29, 2004 and February 28, 2003			F-58
Consolidated Statements of Deficit for the Years Ended February 28, 2005, February 29, 2004 and February 28, 2003			F-59
Consolidated Statements of Cash Flows for the Years Ended February 28, 2005, February 29, 2004 and February 28, 2003			F-60
Notes to Consolidated Financial Statements			F-61

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	/s/ PricewaterhouseCoopers LLP

F-2

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	/s/ PricewaterhouseCoopers LLP

F-3

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					Successor					Predecessor
					December 31,					December 31,
					2005					2004
					(In thousands, except per
					share data)
ASSETS
Current assets:
	Cash and cash equivalents				$	15,584				$	28,913
	Investments in marketable securities (Note 3)					—					101,922
	Accounts receivable, net of allowance for doubtful accounts of $2,092 and $766, respectively (Note 4)					32,862					13,545
	Income taxes receivable					8,176					—
	Prepaid expenses and other current assets					6,236					1,607
Total current assets						62,858					145,987
Property and equipment:
	Leasehold improvements					2,422					4,100
	Equipment, furniture, and fixtures					8,298					18,016
						10,720					22,116
	Less accumulated depreciation					(431	)				(16,763	)
	Net property and equipment					10,289					5,353
Deferred income taxes (Note 6)						—					5,894
Goodwill						818,180					16,227
Intangible and other assets, net of accumulated amortization of $1,870 and $5,570, respectively						285,044					12,202
Total assets					$	1,176,371				$	185,663
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Current portion of long-term debt (Note 7)				$	10,438				$	—
	Accounts payable					2,367					1,073
	Income taxes payable					—					609
	Accrued employee compensation and benefits					9,048					6,248
	Other accrued expenses					8,769					3,549
	Interest payable					3,082					—
	Deferred income taxes (Note 6)					1,305					188
	Dividend payable					—					1,850
	Deferred maintenance and other revenue					20,566					16,052
Total current liabilities						55,575					29,569
Long-term debt, net of current portion (Note 7)						478,143					—
Other long-term liabilities						1,257					—
Deferred income taxes (Note 6)						84,263					—
Total liabilities						619,238					29,569
Commitments and contingencies (Notes 7, 8, 9 and 13)
Stockholders’ equity (Notes 5 and 11):
		Predecessor:
			Common stock, $0.01 par value, 50,000 shares authorized; 31,276 shares issued and 23,085 shares outstanding			—					313
		Successor:
			Common stock, $0.01 par value, 1 share authorized; 1 share issued and outstanding			—					—
	Additional paid-in capital					554,965					185,032
	Accumulated other comprehensive income					1,337					1,140
	Retained earnings					831					23,029
						557,133					209,514
	Less: cost of common stock in treasury; 0 and 8,191 shares, respectively (Note 5)					—					53,420
Total stockholders’ equity						557,133					156,094
Total liabilities and stockholders’ equity					$	1,176,371				$	185,663

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				Successor					Predecessor
				Period from					Period from
				November 23,					January 1,				For the Year				For the Year
				2005 through					2005 through				Ended				Ended
				December 31,					November 22,				December 31,				December 31,
				2005					2005				2004				2003
				(In thousands)
Revenues:
	Software licenses			$	3,587				$	20,147			$	17,250			$	14,233
	Maintenance				3,701					44,064				36,433				31,318
	Professional services				2,520					12,565				11,320				6,757
	Outsourcing				7,857					67,193				30,885				13,223
		Total revenues			17,665					143,969				95,888				65,531
Cost of revenues:
		Total cost of revenues			7,627					59,004				33,770				20,426
Gross profit					10,038					84,965				62,118				45,105
Operating expenses:
	Selling and marketing				1,364					13,134				10,734				8,393
	Research and development				2,071					19,199				13,957				11,180
	General and administrative				1,140					11,944				8,014				7,154
	Merger costs related to the sale of SS&C				—					36,912				—				—
		Total operating expenses			4,575					81,189				32,705				26,727
Operating income					5,463					3,776				29,413				18,378
Interest expense					(4,890	)				(1,061	)			—				—
Other income, net					258					655				99				47
Income before income taxes					831					3,370				31,040				19,337
Provision for income taxes (Note 6)					—					2,658				12,030				7,541
Net income				$	831				$	712			$	19,010			$	11,796

F-5

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				Successor					Predecessor
				Period from					Period from
				November 23,					January 1,
				2005 through					2005 through				Year Ended				Year Ended
				December 31,					November 22,				December 31,				December 31,
				2005					2005				2004				2003
				(In thousands)
Cash flow from operating activities:
	Net income			$	831				$	712			$	19,010			$	11,796
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				2,301					9,575				4,593				3,563
	Amortization of loan origination costs				159					82				—				—
	Net realized (gains) losses on equity investments				—					(641	)			26				(259	)
	(Gain) loss on sale or disposition of property and equipment				(15	)				15				(7	)			25
	Deferred income taxes				(1,107	)				(337	)			1,134				620
	Income tax benefit related to exercise of stock options				—					3,177				2,720				3,280
	Provision for doubtful accounts				41					945				(378	)			689
	Changes in operating assets and liabilities, excluding effects from acquisitions:
		Accounts receivable			(395	)				(5,442	)			1,664				1,784
		Prepaid expenses and other assets			(798	)				(1,287	)			271				(346	)
		Income taxes receivable			654					(8,286	)			—				—
		Accounts payable			(801	)				240				(340	)			65
		Accrued expenses			4,178					34,891				2,596				(13	)
		Income taxes payable			(3	)				(619	)			521				(581	)
		Deferred maintenance and other revenues			(130	)				(909	)			(3,286	)			3,088
	Net cash provided by operating activities				4,915					32,116				28,524				23,711
Cash flow from investing activities:
	Additions to property and equipment				(276	)				(2,488	)			(1,345	)			(1,100	)
	Proceeds from sale of property and equipment				15					3				7				—
	Cash paid for business acquisitions, net of cash acquired (Note 12)				—					(207,919	)			(23,541	)			(1,817	)
	Purchase of long-term investment				—					(2,000	)			—				—
	Acquisition of SS&C				(877,000	)				—				—				—
	Purchases of marketable securities				—					(88,250	)			(165,556	)			(28,579	)
	Sales of marketable securities				—					190,159				101,215				16,175
	Net cash used in investing activities				(877,261	)				(110,495	)			(89,220	)			(15,321	)
Cash flow from financing activities:
	Cash received from borrowings for the Transaction				490,000					—				—				—
	Investment by Sunshine Acquisition Corporation				381,000					—				—				—
	Cash received from other borrowings				—					83,000				—				—
	Repayment of debt and acquired debt				(2,345	)				(8,016	)			—				—
	Issuance of common stock				—					930				74,795				290
	Exercise of options				—					2,549				2,203				6,563
	Purchase of common stock for treasury				—					(5,584	)			—				(17,698	)
	Common stock dividends				—					(3,718	)			(2,924	)			(1,236	)
	Net cash provided by (used in) financing activities				868,655					69,161				74,074				(12,081	)
Effect of exchange rate changes on cash					26					(446	)			274				616
Net (decrease) increase in cash and cash equivalents					(3,665	)				(9,664	)			13,652				(3,075	)
Cash and cash equivalents, beginning of period					19,249					28,913				15,261				18,336
Cash and cash equivalents, end of period				$	15,584				$	19,249			$	28,913			$	15,261
Supplemental disclosure of cash flow information
	Cash paid for
		Interest expense		$	2,702				$	1,872			$	9			$	1
		Income taxes		$	407				$	7,441			$	7,713			$	4,245
Supplemental disclosure of non-cash investing activities
	See Note 12 for a discussion of acquisitions.
Supplemental disclosure of non-cash financing activities
	Dividends declared but not paid				—					—			$	1,850				—

F-6

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Table of Contents

			Common Stock																Accumulated
																			Other
			Number								Additional				Accumulated				Comprehensive								Total
			of Issued								Paid-In				Earnings				Income				Treasury				Stockholders’
			Shares				Amount				Capital				(Deficit)				(Loss)				Stock				Equity
			(In thousands, except per share amounts)
Predecessor
Balance, at December 31, 2002				25,491			$	255			$	95,239			$	(1,767	)		$	(735	)		$	(35,722	)		$	57,270
	Exercise of options			1,262				13				6,550				—				—				—				6,563
	Issuance of common stock			53				—				290				—				—				—				290
	Purchase of common stock			—				—				—				—				—				(17,698	)			(17,698	)
	Cash dividends declared — $0.067 per share (see Note 5)			—				—				—				(1,236	)			—				—				(1,236	)
	Income tax benefit related to exercise of stock options			—				—				3,280				—				—				—				3,280
	Net income			—				—				—				11,796				—				—				11,796
	Foreign exchange translation adjustment			—				—				—				—				496				—				496
	Change in unrealized gain on investments, net of tax			—				—				—				—				827				—				827
Balance, at December 31, 2003				26,806			$	268			$	105,359			$	8,793			$	588			$	(53,420	)		$	61,588
	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 (see Note 5)			—				—				—				(4,774	)			—				—				(4,774	)
	Income tax benefit related to exercise of stock options			—				—				2,720				—				—				—				2,720
	Net income			—				—				—				19,010				—				—				19,010
	Foreign exchange translation adjustment			—				—				—				—				263				—				263
	Change in unrealized gain on investments, net of tax			—				—				—				—				289				—				289
Balance, at December 31, 2004				31,276			$	313			$	185,032			$	23,029			$	1,140			$	(53,420	)		$	156,094
	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 (see Note 5)			—				—				—				(1,868	)			—				—				(1,868	)
	Income tax benefit related to exercise of stock options			—				—				3,177				—				—				—				3,177
	Net income			—				—				—				712				—				—				712
	Foreign exchange translation adjustment			—				—				—				—				7,215				—				7,215
	Change in unrealized gain on investments, net of tax			—				—				—				—				(654	)			—				(654	)
Balance, at November 22, 2005				32,072			$	321			$	201,665			$	21,873			$	7,701			$	(59,004	)		$	172,556
Successor
	Investment by Sunshine
	Acquisition Corporation			1			$	—			$	554,965			$	—			$	—			$	—			$	554,965
	Net income			—				—				—				831				—				—				831
	Foreign exchange translation adjustment			—				—				—				—				1,232				—				1,232
	Change in unrealized gain on interest rate swaps, net of tax			—				—				—				—				105				—				105
Balance, at December 31, 2005				1			$	—			$	554,965			$	831			$	1,337			$	—			$	557,133

F-7

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Table of Contents

1.	Organization

Sources							Uses
Senior credit facilities							Consideration paid to stockholders and optionholders		$	768,416
	Revolving credit facility		$	10,000			Repayment of existing debt and legal fees			75,153
	Term loan facility			275,000			Converted share and option consideration			173,965
Senior subordinated notes due 2013				205,000			Transaction costs			33,431
Cash on hand				6,000			Total uses		$	1,050,965
Equity contribution — cash				381,000
Equity contribution — non-cash				173,965
Total sources			$	1,050,965

F-8

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Table of Contents

Assets acquired, net of cash received			$	232,416
Completed technology				55,700
Acquired client contracts and relationships				197,100
Trade names				17,200
Other intangible assets				2,070
Goodwill				815,632
Deferred income taxes				(87,615	)
Debt assumed				(75,000	)
Other liabilities assumed				(106,538	)
	Total purchase price			1,050,965
Non-cash equity contribution				(173,965	)
	Cash used in acquisition of SS&C		$	877,000

	1. Insurance entities and pension funds;
	2. Institutional asset management;
	3. Hedge funds and family offices;
	4. Financial institutions, such as retail banks and credit unions;

F-9

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Table of Contents

	5. Commercial lending;
	6. Real estate property management; and
	7. Municipal finance.

2.	Summary of Significant Accounting Policies

	Use of Estimates

	Principles of Consolidation

	Revenue Recognition

F-10

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Table of Contents

	License Revenue

	Maintenance Agreements

	Professional Services

	Outsourcing Services

F-11

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Table of Contents

	Research and Development

	Stock Compensation

	Successor

	Predecessor

F-12

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Table of Contents

		Predecessor
		Period from
		January 1
		through
		November 23,
		2005				2004				2003
Net income, as reported		$	712			$	19,010			$	11,796
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	)			(1,229	)
Net income, pro forma		$	28,939			$	17,717			$	10,567

	Income Taxes

	Cash and Cash Equivalents and Marketable Securities

F-13

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Table of Contents

	Property and Equipment

Description		Useful Life
Equipment		3-5 years
Furniture and fixtures		7-10 years
Leasehold improvements		Shorter of lease term or estimated useful life

	Goodwill and Intangible Assets

2006		$	21,519
2007			27,744
2008			27,806
2009			27,152
2010			26,415
		$	130,636

F-14

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	Impairment of Long-Lived Assets

	Concentration of Credit Risk

	International Operations and Foreign Currency

	Comprehensive Income

		Successor				Predecessor
		Period from				Period from
		November 23				January 1
		through				through
		December 31,				November 22,
		2005				2005				2004				2003
Net income		$	831			$	712			$	19,010			$	11,796
Foreign currency translation gains			1,232				7,215				263				496
Unrealized gains on interest rate swaps			105				—				—				—
Unrealized gains (losses) on marketable securities			—				(654	)			289				827
Total comprehensive income		$	2,168			$	7,273			$	19,562			$	13,119

F-15

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Table of Contents

	Recent Accounting Pronouncement

3.	Marketable Securities

							Gross
							Unrealized
Predecessor December 31, 2004:			Cost				Gains/(Losses)				Fair Value
State, municipal and county government bonds			$	73,327			$	(22	)		$	73,305
US government securities				6,517				(8	)			6,509
Corporate bonds				17,015				(2	)			17,013
Equities				3,965				1,130				5,095
	Total		$	100,824			$	1,098			$	101,922

4.	Accounts Receivable

		Successor				Predecessor
		December 31,				December 31,
		2005				2004
Accounts receivable, net of allowance for doubtful accounts of $1,714 and $631, respectively		$	24,291			$	9,715
Unbilled accounts receivable, net of allowance for doubtful accounts of $378 and $135 respectively			8,571				3,830
Total accounts receivable		$	32,862			$	13,545

F-16

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		Successor				Predecessor
		Period from				Period from
		November 23				January 1
		through				through
		December 31,				November 22,
Allowance for Doubtful Accounts:		2005				2005				2004				2003
Balance at beginning of period		$	2,057			$	766			$	1,449			$	1,353
Charge (benefit) to costs and expenses			41				945				(378	)			689
Deductions, net			(6	)			(280	)			(305	)			(593	)
Other adjustments			—				626				—				—
Balance at end of period		$	2,092			$	2,057			$	766			$	1,449

5.	Stockholders’ Equity

	Successor

	Predecessor

F-17

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6.	Income Taxes

		Successor				Predecessor
		Period from				Period from
		November 23				January 1
		through				through				Year Ended				Year Ended
		December 31,				November 22,				December 31,				December 31,
		2005				2005				2004				2003
U.S.		$	(159	)		$	1,650			$	30,634			$	18,547
Foreign			990				1,720				406				790
Income before taxes		$	831			$	3,370			$	31,040			$	19,337

			Successor				Predecessor
			Period from				Period from
			November 23				January 1
			through				through				Year Ended				Year Ended
			December 31,				November 22,				December 31,				December 31,
			2005				2005				2004				2003
Current:
	Federal		$	334			$	(61	)		$	8,802			$	5,524
	Foreign			467				2,002				227				182
	State			90				371				2,020				1,110
Deferred:
	Federal			(575	)			234				497				442
	Foreign			(258	)			(92	)			—				—
	State			(58	)			204				484				283
Total			$	—			$	2,658			$	12,030			$	7,541

			Successor				Predecessor
			Period from				Period from
			November 23				January 1
			through				through				Year Ended				Year Ended
			December 31,				November 22,				December 31,				December 31,
			2005				2005				2004				2003
Computed “expected” tax expense			$	290			$	1,180			$	10,864			$	6,575
Increase in income taxes resulting from:
	State income taxes (net of federal income tax benefit)			21				373				1,627				920
	Tax-exempt interest income			—				(175	)			(267	)			(34	)
	Foreign operations			(303	)			(390	)			61				(94	)
	Rate change impact on deferred tax assets			—				—				(126	)			—
	Deal costs (non-deductible)			—				1,516				—				—
	Other			(8	)			154				(129	)			174
Provision for income taxes			$	—			$	2,658			$	12,030			$	7,541

F-18

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			Successor								Predecessor
			2005								2004
			Deferred				Deferred				Deferred				Deferred
			Tax				Tax				Tax				Tax
			Assets				Liabilities				Assets				Liabilities
Purchased in-process research and development			$	2,244			$	—			$	2,891			$	—
Net operating loss carryforwards				4,815				—				239				—
Acquired technology				2,254				—				2,914				—
Accounts receivable				497				—				299				—
Tax credit carryforwards				2,101				—				1,890				—
Accrued expenses				633				—				—				26
Unrealized gain on marketable securities				—				—				—				447
Fixed assets				623				—				—				82
Deferred revenue				—				1,528				—				—
Intangible assets				—				94,391				—				—
Prepaid expenses				—				181				—				161
Capitalized software				—				15				—				36
Other				—				392				184				—
	Total			13,167				96,507				8,417				752
Valuation allowance				(2,228	)			—				(1,959	)			—
	Total		$	10,939			$	96,507			$	6,458			$	752

F-19

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Table of Contents

7.	Debt and Derivative Instruments

		Successor
		2005
Senior credit facility, revolving portion, weighted-average interest rate of 6.57%(A)		$	7,734
Senior credit facility, term loan portion, weighted-average interest rate of 6.90%(A)			275,833
113/4 % Senior subordinated notes due 2013(B)			205,000
Other			14
			488,581
Short-term borrowings and current portion of long-term debt			(10,438	)
Long-term debt		$	478,143

	(A) Senior Credit Facilities

F-20

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F-21

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Table of Contents

	(B) 113/4% Senior Subordinated Notes due 2013

		Successor
2006		$	2,771
2007			2,758
2008			2,758
2009			2,758
2010			2,758
Thereafter			474,778
		$	488,581

	Predecessor — Revolving Credit Facility

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8.	Leases

Year Ending December 31,
2006		$	7,543
2007			6,250
2008			4,621
2009			3,549
2010 and thereafter			10,520
		$	32,483

Year Ending December 31,
2006		$	461
2007			451
2008			451
2009			40
		$	1,403

9.	License and Royalty Agreements

F-23

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Table of Contents

10.	Defined Contribution Plans

11.	Stock Option and Purchase Plans

	Successor

	Predecessor

F-24

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Table of Contents

F-25

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Table of Contents

							Weighted Average
			Shares				Exercise Price
Outstanding at December 31, 2002				4,394,598			$	6.19
	Granted			637,500				8.04
	Cancelled			(1,199,298	)			8.78
	Exercised			(1,261,834	)			5.20
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.

12.	Acquisitions

	Acquisitions by the Predecessor Company — 2005

F-26

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Table of Contents

F-27

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Table of Contents

		OIS				MarginMan				FI				FMC				EisnerFast				Achievement
Assets acquired, net of cash received		$	2,474			$	105			$	815			$	16,223			$	1,089			$	3
Purchased 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		$	24,000			$	5,681			$	10,579			$	151,915			$	25,333			$	472

F-28

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	Acquisitions by the Predecessor Company — 2004 and 2003

F-29

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Table of Contents

														Fund
		OMR				NeoVision				IAN				Services
		(2004)				(2004)				(2004)				(2003)
Assets acquired, net of cash received		$	8,134			$	9			$	232			$	41
Acquired client contracts, customer relationships and trade names			3,800				—				—				366
Completed technology			4,400				430				1,100				—
In-process research & development			—				—				—				—
Goodwill			9,249				1,259				1,892				1,410
Liabilities assumed			(6,618	)			(91	)			(255	)			—
Consideration paid		$	18,965			$	1,607			$	2,969			$	1,817

		Period from				Period from
		November 23				January 1
		through				through
		December 31,				November 22,
		2005				2005				2004
Revenues		$	17,665			$	172,513			$	173,475
Net income			831				3,761				22,975

13.	Related Party Transactions

F-30

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Table of Contents

14.	Commitments and Contingencies

15.	International Sales and Geographic Information

		Successor				Predecessor
		Period from				Period from
		November 23,				January 1,
		2005 through				2005 through
		December 31,				November 22,
		2005				2005				2004				2003
United States		$	10,261			$	91,542			$	74,724			$	54,379
Americas excluding United States			2,942				21,569				3,688				4,050
Europe			4,151				27,737				14,965				4,796
Asia Pacific and Japan			311				3,121				2,511				2,306
		$	17,665			$	143,969			$	95,888			$	65,531

		2005				2004				2003
United States		$	819,589			$	31,588			$	10,869
Americas excluding United States			287,604				1,757				1,813
Europe			6,229				323				352
Asia Pacific and Japan			91				114				128
		$	1,113,513			$	33,782			$	13,162

16.	Subsequent Event

F-31

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17.	Selected Quarterly Financial Data (Unaudited)

		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

		Predecessor
		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter
		(In thousands)
2004
Revenue		$	19,189			$	24,484			$	25,163			$	27,052
Gross profit			13,075				15,418				16,008				17,617
Operating income			6,030				7,170				7,514				8,699
Net income			3,770				4,413				4,843				5,984

(1)	Includes merger costs associated with the Transaction.

18.	Condensed Consolidating Financial Statements

F-32

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Table of Contents

		At December 31, 2005 — Successor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Cash & marketable securities		$	6,319			$	1,971			$	7,294			$	—			$	15,584
Accounts receivable, net			15,825				5,258				11,779				—				32,862
Prepaid & other current assets			3,152				467				2,617				—				6,236
Income taxes receivable			8,509				1,133				(1,466	)			—				8,176
Fixed assets, net			3,966				1,289				5,034				—				10,289
Investment in subsidiaries			71,668				—				—				(71,668	)			—
Goodwill, intangible assets & other			948,763				(5,751	)			155,622				4,590				1,103,224
Total assets		$	1,058,202			$	4,367			$	180,880			$	(67,078	)		$	1,176,371
Current portion long-term debt		$	5,013			$	—			$	5,425			$	—			$	10,438
Accounts payable			1,128				411				828				—				2,367
Income taxes payable			—				498				(498	)			—				—
Accrued expenses			11,320				1,604				7,975				—				20,899
Deferred income taxes			46				63				1,196				—				1,305
Deferred maintenance and other revenue			10,340				2,910				7,316				—				20,566
Long-term debt			403,000				—				75,143				—				478,143
Other long-term liabilities			—				—				1,257				—				1,257
Deferred income taxes			70,222				(1,766	)			15,807				—				84,263
Total liabilities			501,069				3,720				114,449				—				619,238
Stockholder’s equity			557,133				647				66,431				(67,078	)			557,133
Total liabilities & stockholder’s equity		$	1,058,202			$	4,367			$	180,880			$	(67,078	)		$	1,176,371

F-33

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		At December 31, 2004 — Predecessor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Cash & marketable securities		$	125,126			$	304			$	5,405			$	—			$	130,835
Accounts receivable, net			7,893				3,465				2,187				—				13,545
Prepaid & other current assets			1,074				339				194				—				1,607
Fixed assets, net			3,830				1,314				209				—				5,353
Deferred income taxes			5,894				—				—				—				5,894
Investment in subsidiaries			8,971				—				—				(8,971	)			—
Goodwill, intangible assets & other			27,104				3,324				(1,999	)			—				28,429
Total assets		$	179,892			$	8,746			$	5,996			$	(8,971	)		$	185,663
Accounts payable		$	630			$	285			$	158			$	—			$	1,073
Income taxes payable			903				(450	)			156				—				609
Accrued expenses			7,097				1,475				1,225				—				9,797
Dividend payable			1,850				—				—				—				1,850
Deferred income taxes			188				—				—				—				188
Deferred maintenance and other revenue			13,130				1,850				1,072				—				16,052
Total liabilities			23,798				3,160				2,611				—				29,569
Stockholders’ equity			156,094				5,586				3,385				(8,971	)			156,094
Total liabilities & stockholders’ equity		$	179,892			$	8,746			$	5,996			$	(8,971	)		$	185,663

F-34

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Table of Contents

		Period from November 23 through December 31, 2005 — Successor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	7,283			$	3,825			$	6,765			$	(208	)		$	17,665
Cost of revenue			3,236				2,088				2,511				(208	)			7,627
Operating expenses:
Selling & marketing			631				129				604				—				1,364
Research & development			965				343				763				—				2,071
General & administrative			544				164				432				—				1,140
Total operating expenses			2,140				636				1,799				—				4,575
Operating income			1,907				1,101				2,455				—				5,463
Interest income, net			(3,437	)			—				(1,453	)			—				(4,890	)
Other income, net			13				—				245				—				258
(Loss) income before income taxes			(1,517	)			1,101				1,247				—				831
(Benefit) provision for income taxes			(250	)			125				125				—				—
Equity in net income of subsidiaries			2,098				—				—				(2,098	)			—
Net income		$	831			$	976			$	1,122			$	(2,098	)		$	831

F-35

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Table of Contents

		Period from January 1 through November 22, 2005 — Predecessor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	68,644			$	33,904			$	42,446			$	(1,025	)		$	143,969
Cost of revenue			21,544				17,958				20,527				(1,025	)			59,004
Operating expenses:
Selling & marketing			6,167				1,597				5,370				—				13,134
Research & development			10,095				2,558				6,546				—				19,199
General & administrative			7,624				888				3,432				—				11,944
Merger costs			36,789				—				123				—				36,912
Total operating expenses			60,675				5,043				15,471				—				81,189
Operating (loss) income			(13,575	)			10,903				6,448				—				3,776
Interest income, net			3,527				—				(4,588	)			—				(1,061	)
Other income (expense), net			3,343				39				(128	)			(2,599	)			655
(Loss) income before income taxes			(6,705	)			10,942				1,732				(2,599	)			3,370
Provision for income taxes			560				658				1,440				—				2,658
Equity in net income of subsidiaries			10,576				—				—				(10,576	)			—
Net income		$	3,311			$	10,284			$	292			$	(13,175	)		$	712

F-36

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Table of Contents

		For the Year Ended December 31, 2004 — Predecessor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	70,011			$	18,657			$	8,028			$	(808	)		$	95,888
Cost of revenue			21,411				9,743				3,424				(808	)			33,770
Operating expenses:
Selling & marketing			7,380				629				2,725				—				10,734
Research & development			11,039				2,111				807				—				13,957
General & administrative			6,737				584				693				—				8,014
Total operating expenses			25,156				3,324				4,225				—				32,705
Operating income			23,444				5,590				379				—				29,413
Interest income, net			1,448				—				80				—				1,528
Other income (expense), net			119				(4	)			(16	)			—				99
Income before income taxes			25,011				5,586				443				—				31,040
Provision for income taxes			11,759				—				271				—				12,030
Equity in net income of subsidiaries			5,758				—				—				(5,758	)			—
Net income		$	19,010			$	5,586			$	172			$	(5,758	)		$	19,010

F-37

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Table of Contents

		For the Year Ended December 31, 2003 — Predecessor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	60,511			$	—			$	5,183			$	(163	)		$	65,531
Cost of revenue			18,830				—				1,722				(126	)			20,426
Operating expenses:
Selling & marketing			6,938				—				1,492				(37	)			8,393
Research & development			10,507				—				673				—				11,180
General & administrative			6,585				—				569				—				7,154
Total operating expenses			24,030				—				2,734				(37	)			26,727
Operating income			17,651				—				727				—				18,378
Interest income, net			834				—				78				—				912
Other income (expense), net			33				—				14				—				47
Income before income taxes			18,518				—				819				—				19,337
Provision for income taxes			7,382				—				159				—				7,541
Equity in net income of subsidiaries			660				—				—				(660	)			—
Net income		$	11,796			$	—			$	660			$	(660	)		$	11,796

F-38

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Table of Contents

			Period from November 23 through December 31, 2005 — Successor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net (loss) income		$	(1,076	)		$	785			$	1,122			$	—			$	831
	Non-cash adjustments			(1,351	)			403				2,327				—				1,379
	Changes in operating assets and liabilities			3,620				(122	)			(793	)			—				2,705
	Net cash provided by operating activities			1,193				1,066				2,656				—				4,915
Investment Activities
	Intercompany transactions			3,798				(326	)			(3,472	)			—				—
	Acquisition of SS&C			(797,000	)			—				(80,000	)			—				(877,000	)
	Cash paid for property and equipment			(241	)			—				(35	)			—				(276	)
	Other investing activities			15				—				—				—				15
	Net cash used in investing activities			(793,428	)			(326	)			(83,507	)			—				(877,261	)
Financing Activities
	Cash received from borrowings for the Transaction			410,000				—				80,000								490,000
	Investment by Sunshine Acquisition Corporation			381,000				—				—				—				381,000
	Net repayments of debt			(2,002	)			—				(343	)			—				(2,345	)
	Net cash provided by financing activities			788,998				—				79,657				—				868,655
Effect of exchange rate changes on cash				—				—				26				—				26
Net increase (decrease) in cash and cash equivalents				(3,237	)			740				(1,168	)			—				(3,665	)
Cash and cash equivalents, beginning of period				9,556				1,231				8,462				—				19,249
Cash and cash equivalents, end of period			$	6,319			$	1,971			$	7,294			$	—			$	15,584

F-39

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Table of Contents

			Period from January 1 through November 22, 2005 — Predecessor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net (loss) income		$	(4,740	)		$	7,759			$	292			$	(2,599	)		$	712
	Non-cash adjustments			6,819				1,613				4,384				—				12,816
	Changes in operating assets and liabilities			20,162				(861	)			(713	)			—				18,588
	Net cash provided by operating activities			22,241				8,511				3,963				(2,599	)			32,116
Investment Activities
	Intercompany transactions			(163,671	)			(3,298	)			166,969				—				—
	Cash paid for businesses acquired by the Company, net of cash acquired			(39,745	)			(3,949	)			(164,225	)			—				(207,919	)
	Cash paid for property and equipment			(1,553	)			(337	)			(598	)			—				(2,488	)
	Net sales of marketable securities			101,909				—				—				—				101,909
	Purchase of long-term investment			(2,000	)			—				—				—				(2,000	)
	Other investing activities			3				—				—				—				3
	Net cash (used in) provided by investing activities			(105,057	)			(7,584	)			2,146				—				(110,495	)
Financing Activities
	Net borrowings			74,984																74,984
	Issuance of common stock			3,479				—				—				—				3,479
	Purchase of common stock for treasury			(5,584	)															(5,584	)
	Common stock dividends			(3,718	)			—				(2,599	)			2,599				(3,718	)
	Net cash provided by (used in) financing activities			69,161				—				(2,599	)			2,599				69,161
Effect of exchange rate changes on cash				—				—				(446	)			—				(446	)
Net increase (decrease) in cash and cash equivalents				(13,655	)			927				3,064				—				(9,664	)
Cash and cash equivalents, beginning of period				23,204				304				5,405				—				28,913
Cash and cash equivalents, end of period			$	9,549			$	1,231			$	8,469			$	—			$	19,249

F-40

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Table of Contents

			For the Year Ended December 31, 2004 — Predecessor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net income		$	13,252			$	5,586			$	172			$	—			$	19,010
	Non-cash adjustments			6,720				1,044				324				—				8,088
	Changes in operating assets and liabilities			2,455				(668	)			(361	)			—				1,426
	Net cash provided by operating activities			22,427				5,962				135				—				28,524
Investment Activities
	Intercompany transactions			(14,212	)			13,624				588				—				—
	Cash paid for businesses acquired by the Company, net of cash acquired			(4,576	)			(19,065	)			100				—				(23,541	)
	Cash paid for property and equipment			(1,054	)			(217	)			(74	)			—				(1,345	)
	Net purchases of marketable securities			(64,341	)			—				—				—				(64,341	)
	Other investing activities			—				—				7				—				7
	Net cash (used in) provided by investing activities			(84,183	)			(5,658	)			621				—				(89,220	)
Financing Activities
	Issuance of common stock			76,998				—				—				—				76,998
	Common stock dividends			(2,924	)			—				—				—				(2,924	)
	Net cash provided by financing activities			74,074				—				—				—				74,074
Effect of exchange rate changes on cash				—				—				274				—				274
Net increase in cash and cash equivalents				12,318				304				1,030				—				13,652
Cash and cash equivalents, beginning of period				10,886				—				4,375				—				15,261
Cash and cash equivalents, end of period			$	23,204			$	304			$	5,405			$	—			$	28,913

F-41

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Table of Contents

			For the Year Ended December 31, 2003 — Predecessor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net income		$	11,136			$	—			$	660			$	—			$	11,796
	Non-cash adjustments			7,599				—				319				—				7,918
	Changes in operating assets and liabilities			4,252				—				(255	)			—				3,997
	Net cash provided by operating activities			22,987				—				724				—				23,711
Investment Activities
	Intercompany transactions			(717	)			—				717				—				—
	Cash paid for businesses acquired by the Company, net of cash acquired			—				—				(1,817	)			—				(1,817	)
	Cash paid for property and equipment			(1,083	)			—				(17	)			—				(1,100	)
	Net purchases of marketable securities			(12,404	)			—				—				—				(12,404	)
	Net cash used in investing activities			(14,204	)			—				(1,117	)			—				(15,321	)
Financing Activities
	Issuance of common stock			6,853				—				—				—				6,853
	Purchase of common stock for treasury			(17,698	)			—				—				—				(17,698	)
	Common stock dividends			(1,236	)			—				—				—				(1,236	)
	Net cash used in financing activities			(12,081	)			—				—				—				(12,081	)
Effect of exchange rate changes on cash				—				—				616				—				616
Net increase (decrease) in cash and cash equivalents				(3,298	)			—				223				—				(3,075	)
Cash and cash equivalents, beginning of period				14,184				—				4,152				—				18,336
Cash and cash equivalents, end of period			$	10,886			$	—			$	4,375			$	—			$	15,261

F-42

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Table of Contents

			March 31,				December 31,
			2006				2005
			(In thousands, unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	13,188			$	15,584
	Accounts receivable, net of allowance for doubtful accounts of $2,397 and $2,092, respectively			38,650				32,862
	Income taxes receivable			2,125				8,176
	Prepaid expenses and other current assets			6,365				6,236
Total current assets				60,328				62,858
Property and equipment
	Leasehold improvements			2,429				2,422
	Equipment, furniture, and fixtures			9,454				8,298
				11,883				10,720
	Less accumulated depreciation			(1,548	)			(431	)
	Net property and equipment			10,335				10,289
Goodwill				825,848				818,180
Intangible and other assets, net of accumulated amortization of $7,341 and $1,870, respectively				285,620				285,044
Total assets			$	1,182,131			$	1,176,371
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities
	Current portion of long-term debt		$	6,186			$	10,438
	Accounts payable			3,492				2,367
	Accrued employee compensation and benefits			3,164				9,048
	Other accrued expenses			6,212				8,769
	Interest payable			8,513				3,082
	Deferred income taxes			1,368				1,305
	Deferred maintenance and other revenue			32,595				20,566
Total current liabilities				61,530				55,575
Long-term debt, net of current portion				477,052				478,143
Other long-term liabilities				1,309				1,257
Deferred income taxes				84,827				84,263
Total liabilities				624,718				619,238
Commitments and contingencies (Note 9)
Stockholder’s equity
	Common stock			—				—
	Additional paid-in capital			554,993				554,965
	Accumulated other comprehensive income			1,815				1,337
	Retained earnings			605				831
Total stockholder’s equity				557,413				557,133
Total liabilities and stockholder’s equity			$	1,182,131			$	1,176,371

F-43

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Table of Contents

				Successor					Predecessor
				Three Months					Three Months
				Ended					Ended
				March 31,					March 31,
				2006					2005
				(In thousands, unaudited)
Revenues:
	Software licenses			$	5,198				$	4,495
	Maintenance				13,042					9,843
	Professional services				5,178					2,621
	Outsourcing				24,947					10,457
		Total revenues			48,365					27,416
Cost of revenues:
	Software licenses				2,261					595
	Maintenance				4,799					2,148
	Professional services				2,982					1,654
	Outsourcing				13,254					5,411
		Total cost of revenues			23,296					9,808
Gross profit					25,069					17,608
Operating expenses:
	Selling and marketing				3,708					2,443
	Research and development				5,876					3,483
	General and administrative				4,058					2,519
		Total operating expenses			13,642					8,445
Operating income					11,427					9,163
Interest (expense) income, net					(11,509	)				572
Other (expense) income, net					(61	)				50
(Loss) income before income taxes					(143	)				9,785
Provision for income taxes					83					3,816
Net (loss) income				$	(226	)			$	5,969

F-44

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Table of Contents

				Successor				Predecessor
				Three Months				Three Months
				Ended				Ended
				March 31,				March 31,
				2006				2005
				(In thousands, unaudited)
Cash flow from operating activities:
	Net (loss) income			$	(226	)		$	5,969
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				6,569				1,373
	Amortization of loan origination costs				653				—
	Deferred income taxes				(2,024	)			129
	Income tax benefit related to exercise of stock options				—				487
	Provision for doubtful accounts				306				(143	)
	Changes in operating assets and liabilities, excluding effects from acquisitions:
		Accounts receivable			(5,170	)			(1,181	)
		Prepaid expenses and other assets			33				(322	)
		Income taxes receivable			6,049				—
		Accounts payable			1,125				340
		Accrued expenses			(3,054	)			(4,193	)
		Income taxes payable			(136	)			2,564
		Deferred maintenance and other revenues			11,311				7,793
	Net cash provided by operating activities				15,436				12,816
Cash flow from investing activities:
	Additions to property and equipment				(1,096	)			(308	)
	Cash paid for business acquisitions, net of cash acquired				(11,482	)			(25,793	)
	Cash paid for long-term investment				—				(2,000	)
	Purchases of marketable securities				—				(78,175	)
	Sales of marketable securities				—				94,572
	Net cash used in investing activities				(12,578	)			(11,704	)
Cash flow from financing activities:
	Cash received from borrowings				6,000				—
	Repayment of debt				(11,291	)			—
	Exercise of stock options				28				520
	Purchase of common stock for treasury				—				(5,584	)
	Common stock dividends				—				(1,836	)
	Net cash used in financing activities				(5,263	)			(6,900	)
Effect of exchange rate changes on cash					9				(160	)
Net decrease in cash and cash equivalents					(2,396	)			(5,948	)
Cash and cash equivalents, beginning of period					15,584				28,913
Cash and cash equivalents, end of period				$	13,188			$	22,965

F-45

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Table of Contents

1.	Basis of Presentation

2.	The Transaction

3.	Stock-based Compensation

	Successor

F-46

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Table of Contents

	Predecessor

		Three Months
		Ended
		March 31,
		2005
Net income, as reported		$	5,969
Deduct: total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects			269
Net income, pro forma		$	5,700

4.	Comprehensive Income

		Successor					Predecessor
		Three Months					Three Months
		Ended					Ended
		March 31,					March 31,
		2006					2005
Net (loss) income		$	(226	)			$	5,969
Foreign currency translation loss			(1,058	)				(227	)
Unrealized losses on marketable securities			—					(241	)
Unrealized gains on interest rate swaps			1,536					—
Total comprehensive income		$	252				$	5,501

F-47

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Table of Contents

5.	Debt

	Successor

		Successor				Successor
		March 31,				December 31,
		2006				2005
Senior credit facility, revolving portion, weighted-average interest rate of 6.73% and 6.57%, respectively		$	3,423			$	7,734
Senior credit facility, term loan portion, weighted-average interest rate of 7.35% and 6.90%, respectively			274,807				275,833
113/4 % Senior subordinated notes due 2013			205,000				205,000
Other			8				14
			483,238				488,581
Short-term borrowings and current portion of long-term debt			(6,186	)			(10,438	)
Long-term debt		$	477,052			$	478,143

6.	Stock Repurchase Program

7.	Cash Dividend

8.	Acquisitions

F-48

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Table of Contents

		Cogent
Tangible assets acquired, net of cash received		$	1,074
Acquired client relationships and contracts			4,500
Goodwill			9,377
Deferred revenue			(756	)
Debt			(300	)
Deferred taxes			(1,755	)
Other liabilities assumed			(236	)
Consideration paid, net of cash received		$	11,904

9.	Commitments and Contingencies

10.	International Sales and Geography Information

F-49

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Table of Contents

		Successor					Predecessor
		Three Months					Three Months
		Ended					Ended
		March 31,					March 31,
		2006					2005
United States		$	28,223				$	20,904
Americas excluding United States			9,256					1,020
Europe			9,847					4,904
Asia Pacific and Japan			1,039					588
		$	48,365				$	27,416

11.	Condensed Consolidating Financial Statements

F-50

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Table of Contents

		At March 31, 2006 — Successor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Cash & marketable securities		$	3,927			$	1,558			$	7,703			$	—			$	13,188
Accounts receivable, net			18,490				6,805				13,355				—				38,650
Prepaid & other current assets			2,931				631				2,803				—				6,365
Income taxes receivable			3,490				369				(1,734	)			—				2,125
Fixed assets, net			4,505				1,137				4,693				—				10,335
Investment in subsidiaries			74,844				—				—				(74,844	)			—
Goodwill, intangible assets & other			958,090				2,625				146,190				4,563				1,111,468
Total assets		$	1,066,277			$	13,125			$	173,010			$	(70,281	)		$	1,182,131
Current portion long-term debt		$	2,009			$	—			$	4,177			$	—			$	6,186
Accounts payable			2,180				333				979				—				3,492
Income taxes payable			—				—				—				—				—
Accrued expenses			12,419				833				4,637				—				17,889
Deferred income taxes			(254	)			143				1,479				—				1,368
Deferred maintenance and other revenue			18,241				5,553				8,801				—				32,595
Long-term debt			402,500				—				74,552				—				477,052
Other long-term liabilities			—				—				1,309				—				1,309
Deferred income taxes			71,769				(1,823	)			14,881				—				84,827
Total liabilities			508,864				5,039				110,815				—				624,718
Stockholder’s equity			557,413				8,086				62,195				(70,281	)			557,413
Total liabilities & stockholder’s equity		$	1,066,277			$	13,125			$	173,010			$	(70,281	)		$	1,182,131

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		At December 31, 2005 — Successor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Cash & marketable securities		$	6,319			$	1,971			$	7,294			$	—			$	15,584
Accounts receivable, net			15,825				5,258				11,779				—				32,862
Prepaid & other current assets			3,152				467				2,617				—				6,236
Income taxes receivable			8,509				1,133				(1,466	)			—				8,176
Fixed assets, net			3,966				1,289				5,034				—				10,289
Investment in subsidiaries			71,668				—				—				(71,668	)			—
Goodwill, intangible assets & other			948,763				(5,751	)			155,622				4,590				1,103,224
Total assets		$	1,058,202			$	4,367			$	180,880			$	(67,078	)		$	1,176,371
Current portion long-term debt		$	5,013			$	—			$	5,425			$	—			$	10,438
Accounts payable			1,128				411				828				—				2,367
Income taxes payable			—				498				(498	)			—				—
Accrued expenses			11,320				1,604				7,975				—				20,899
Deferred income taxes			46				63				1,196				—				1,305
Deferred maintenance and other revenue			10,340				2,910				7,316				—				20,566
Long-term debt			403,000				—				75,143				—				478,143
Other long-term liabilities			—				—				1,257				—				1,257
Deferred income taxes			70,222				(1,766	)			15,807				—				84,263
Total liabilities			501,069				3,720				114,449				—				619,238
Stockholder’s equity			557,133				647				66,431				(67,078	)			557,133
Total liabilities & stockholder’s equity		$	1,058,202			$	4,367			$	180,880			$	(67,078	)		$	1,176,371

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		For the Three Months Ended March 31, 2006 — Successor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	18,860			$	13,201			$	16,568			$	(264	)		$	48,365
Cost of revenue			9,649				5,646				8,265				(264	)			23,296
Operating expenses:
Selling & marketing			2,052				548				1,108				—				3,708
Research & development			3,321				686				1,869				—				5,876
General & administrative			2,471				1,284				303				—				4,058
Total operating expenses			7,844				2,518				3,280				—				13,642
Operating income			1,367				5,037				5,023				—				11,427
Interest (expense), net			(7,540	)			—				(3,969	)			—				(11,509	)
Other income (expense), net			7				1				(69	)			—				(61	)
(Loss) income before income taxes			(6,166	)			5,038				985				—				(143	)
(Benefit) provision for income taxes			(1,119	)			607				595				—				83
Equity in net income of subsidiaries			4,821				—				—				(4,821	)			—
Net (loss) income		$	(226	)		$	4,431			$	390			$	(4,821	)		$	(226	)

		For the Three Months Ended March 31, 2005 — Predecessor
						Total				Total Non-				Consolidating
		SS&C				Guarantors				Guarantors				Adjustments				Total
Revenue		$	18,596			$	7,045			$	2,041			$	(266	)		$	27,416
Cost of revenue			5,443				3,732				899				(266	)			9,808
Operating expenses:
Selling & marketing			1,568				87				788				—				2,443
Research & development			2,612				698				173				—				3,483
General & administrative			2,136				191				192				—				2,519
Total operating expenses			6,316				976				1,153				—				8,445
Operating income			6,837				2,337				(11	)			—				9,163
Interest income, net			572				—				—				—				572
Other income (expense), net			2,600				39				10				(2,599	)			50
Income (loss) before income taxes			10,009				2,376				(1	)			(2,599	)			9,785
Provision for income taxes			3,774				—				42				—				3,816
Equity in net income of subsidiaries			2,333				—				—				(2,333	)			—
Net income (loss)		$	8,568			$	2,376			$	(43	)		$	(4,932	)		$	5,969

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			For the Three Months Ended March 31, 2006 — Successor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net (loss) income		$	(3,815	)		$	3,199			$	390			$	—			$	(226	)
	Non-cash adjustments			3,400				616				1,488				—				5,504
	Changes in operating assets and liabilities			11,901				125				(1,868	)			—				10,158
	Net cash provided by operating activities			11,486				3,940				10				—				15,436
Investment Activities
	Intercompany transactions			2,305				(4,334	)			2,029				—				—
	Cash paid for businesses acquired by the Company, net of cash acquired			(11,496	)			—				14				—				(11,482	)
	Cash paid for property and equipment			(920	)			(19	)			(157	)			—				(1,096	)
	Net cash (used in) provided by investing activities			(10,111	)			(4,353	)			1,886				—				(12,578	)
Financing Activities
	Net repayments of debt			(3,805	)			—				(1,486	)			—				(5,291	)
	Issuance of common stock			28				—				—				—				28
	Net cash used in financing activities			(3,777	)			—				(1,486	)			—				(5,263	)
Effect of exchange rate changes on cash				—				—				9				—				9
Net increase (decrease) in cash and cash equivalents				(2,402	)			(413	)			419				—				(2,396	)
Cash and cash equivalents, beginning of period				6,319				1,971				7,294				—				15,584
Cash and cash equivalents, end of period			$	3,917			$	1,558			$	7,713			$	—			$	13,188

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			For the Three Months Ended March 31, 2005 — Predecessor
							Total				Total Non-				Consolidating
			SS&C				Guarantors				Guarantors				Adjustments				Total
Cash Flow from Operating Activities
	Net income (loss)		$	6,473			$	2,138			$	(43	)		$	(2,599	)		$	5,969
	Non-cash adjustments			1,596				425				(175	)			—				1,846
	Changes in operating assets and liabilities			2,336				1,902				763				—				5,001
	Net cash provided by operating activities			10,405				4,465				545				(2,599	)			12,816
Investment Activities
	Intercompany transactions			3,927				(4,341	)			414				—				—
	Cash paid for businesses acquired by the Company, net of cash acquired			(25,793	)			—				—				—				(25,793	)
	Cash paid for property and equipment			(209	)			(44	)			(55	)			—				(308	)
	Net sales of marketable securities			16,397				—				—				—				16,397
	Purchase of long-term investment			(2,000	)			—				—				—				(2,000	)
	Net cash (used in) provided by investing activities			(7,678	)			(4,385	)			359				—				(11,704	)
Financing Activities
	Issuance of common stock			520				—				—				—				520
	Purchase of common stock for treasury			(5,584	)			—				—				—				(5,584	)
	Common stock dividends			(1,836	)			—				(2,599	)			2,599				(1,836	)
	Net cash used in financing activities			(6,900	)			—				(2,599	)			2,599				(6,900	)
Effect of exchange rate changes on cash				—				—				(160	)			—				(160	)
Net increase (decrease) in cash and cash equivalents				(4,173	)			80				(1,855	)			—				(5,948	)
Cash and cash equivalents, beginning of period				23,204				304				5,405				—				28,913
Cash and cash equivalents, end of period			$	19,031			$	384			$	3,550			$	—			$	22,965

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	KPMG LLP
	Chartered Accountants

	KPMG LLP
	Chartered Accountants

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			2005				2004
			(In thousands of
			Canadian dollars)
ASSETS
Current assets:
	Cash and cash equivalents		$	33,953			$	28,686
	Accounts receivable			11,310				12,105
	Prepaid expenses			1,577				1,788
				46,840				42,579
Property and equipment (note 2)				6,576				8,083
Goodwill				367				367
Investment tax credit recoverable				1,717				363
Future income taxes (note 11(d))				613				1,091
			$	56,113			$	52,483
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	15,391			$	6,408
	Income taxes payable			7				180
	Deferred revenue			8,041				7,910
				23,439				14,498
Shareholders’ equity:
	Capital stock (note 4)			38,545				38,873
	Contributed surplus			251				89
	Deficit			(6,403	)			(1,033	)
	Cumulative translation adjustments			281				56
				32,674				37,985
			$	56,113			$	52,483

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			2005				2004				2003
			(In thousands of Canadian dollars,
			except per share amounts)
Revenue:
	Application services		$	45,468			$	44,497			$	43,495
	Licence sales			5,147				4,686				4,668
	Licence maintenance			12,969				12,066				12,392
	Professional services and other			8,330				11,152				15,765
				71,914				72,401				76,320
Cost of revenue				30,303				32,200				35,069
				41,611				40,201				41,251
Operating expenses:
	Sales and marketing			8,977				9,457				9,796
	Research and development			15,614				16,743				18,519
	Administration			5,845				5,616				6,867
	Corporate transaction costs (note 8)			10,583				—				—
	Realignment charge (note 9)			—				738				904
				41,019				32,554				36,086
Earnings before the undernoted				592				7,647				5,165
Other income (expenses) (note 10)				(147	)			177				(149	)
Depreciation				(3,255	)			(3,817	)			(4,328	)
Earnings (loss) before income taxes				(2,810	)			4,007				688
Income taxes (note 11(a))				1,362				1,504				1,141
Net earnings (loss)			$	(4,172	)		$	2,503			$	(453	)
Basic and diluted earnings (loss) per share			$	(0.38	)		$	0.22			$	(0.04	)
Weighted average number of common and Class C shares outstanding:
	Basic			11,023				11,314				11,558
	Diluted (note 4(f))			11,023				11,404				11,558

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		2005				2004				2003
		(In thousands of Canadian dollars)
Deficit, beginning of year		$	(1,033	)		$	(2,739	)		$	(665	)
Net earnings (loss)			(4,172	)			2,503				(453	)
Premium on redemption of common shares (note 4(c),(d) and(e))			(1,198	)			(797	)			(1,621	)
Deficit, end of year		$	(6,403	)		$	(1,033	)		$	(2,739	)

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				2005				2004				2003
				(In thousands of Canadian dollars)
Cash provided by (used in):
Operations:
	Net earnings (loss)			$	(4,172	)		$	2,503			$	(453	)
	Items not involving cash:
		Depreciation			3,255				3,817				4,328
		Future income taxes			453				814				285
		Stock compensation expense			162				89				—
		Investment tax credits			(1,354	)			(363	)			—
	Change in non-cash operating working capital (note 12)				10,289				3,175				6,347
					8,633				10,035				10,507
Financing:
	Issue of capital stock				677				285				393
	Repurchase of common shares for cancellation				(2,203	)			(1,517	)			(3,450	)
					(1,526	)			(1,232	)			(3,057	)
Investments:
	Additions to property and equipment, net				(1,840	)			(3,274	)			(1,703	)
Increase in cash and cash equivalents					5,267				5,529				5,747
Cash and cash equivalents, beginning of year					28,686				23,157				17,410
Cash and cash equivalents, end of year				$	33,953			$	28,686			$	23,157
Supplemental cash flow information:
	Interest received			$	563			$	613			$	454
	Interest paid				—				—				91
	Income taxes paid				1,300				910				1,824

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1.	Significant accounting policies

(a)	Consolidation

(b)	Basis of presentation and use of estimates

(c)	Cash and cash equivalents

(d)	Property and equipment

Office furniture and equipment			20	%
Computer equipment and software			25	%
Leasehold improvements			Over term of lease

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(e)	Research and development

(f)	Goodwill from business combinations

(g)	Revenue recognition

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(h)	Investment tax credits

(i)	Foreign currency transactions

(j)	Income taxes

(k)	Earnings (loss) per share

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(l)	Stock-based compensation

		2005				2004				2003
Risk-free rate			4.07	%			3.87	%			4.74	%
Dividend yield			—				—				—
Volatility factor of the expected market price of the Company’s shares			44	%			48	%			53	%
Average expected option life — years			5.0				5.0				5.0
Weighted average grant date fair value per share of options issued		$	3.20			$	3.13			$	2.78

			2005				2004				2003
Net earnings (loss), as reported			$	(4,172	)		$	2,503			$	(453	)
Stock-based compensation for options issued during 2003				(85	)			(139	)			(217	)
Pro forma net earnings (loss)			$	(4,257	)		$	2,364			$	(670	)
Earnings (loss) per share:
	Basic and diluted, as reported		$	(0.38	)		$	0.22			$	(0.04	)
Pro forma earnings (loss) per share:
	Basic and diluted		$	(0.39	)		$	0.21			$	(0.06	)

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(m)	Change in accounting policies

	Asset retirement obligations

(n)	Recent accounting pronouncement

	Consolidation of variable interest entities

2.	Property and equipment

						Accumulated				Net Book
2005		Cost				Depreciation				Value
Office furniture and equipment		$	1,270			$	1,051			$	219
Computer equipment and software			14,015				9,348				4,667
Leasehold improvements			3,170				1,480				1,690
		$	18,455			$	11,879			$	6,576

						Accumulated				Net Book
2004		Cost				Depreciation				Value
Office furniture and equipment		$	4,650			$	4,107			$	543
Computer equipment and software			15,133				9,587				5,546
Leasehold improvements			3,254				1,260				1,994
		$	23,037			$	14,954			$	8,083

3.	Bank facility

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4.	Capital stock

	Unlimited common shares, voting
	Unlimited Class C shares, non-voting and convertible into common shares on a 1:1 basis at the option of the holder

		Number of shares
		Class C				Common
Balance, February 28, 2002			1,344				10,442
Repurchased for cancellation			—				(520	)
Issued on exercise of options			—				102
Balance, February 28, 2003			1,344				10,024
Repurchased for cancellation			—				(204	)
Issued on exercise of options			—				83
Balance, February 29, 2004			1,344				9,903
Repurchased for cancellation			—				(286	)
Issued on exercise of options			—				80
Balance, February 28, 2005			1,344				9,697

		Class C				Common
		Shares				Shares				Total
Balance, February 28, 2002		$	4,002			$	36,742			$	40,744
Repurchased for cancellation			—				(1,829	)			(1,829	)
Issued on exercise of options			—				393				393
Balance, February 28, 2003			4,002				35,306				39,308
Repurchased for cancellation			—				(720	)			(720	)
Issued on exercise of options			—				285				285
Balance, February 29, 2004			4,002				34,871				38,873
Repurchased for cancellation			—				(1,005	)			(1,005	)
Issued on exercise of options			—				677				677
Balance, February 28, 2005		$	4,002			$	34,543			$	38,545

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	(i) 80 common shares were issued from treasury for cash proceeds of $677 following the exercise of 80 stock options (note 5).
	(ii) 286 common shares were repurchased for cancellation for $2,203. The $1,198 excess of the repurchase price paid over the carrying value of the shares has been charged to deficit.

	(i) 83 common shares were issued from treasury for cash proceeds of $285 following the exercise of 83 stock options (note 5).
	(ii) 204 common shares were repurchased for cancellation for $1,517. The $797 excess of the repurchase price paid over the carrying value of the shares has been charged to deficit.

	(i) 102 common shares were issued from treasury for cash proceeds of $393 following the exercise of 102 stock options (note 5).
	(ii) 520 common shares were repurchased for cancellation for $3,450. The $1,621 excess of the repurchase price paid over the carrying value of the shares has been charged to deficit.

5.	Stock options

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		2005								2004								2003
						Weighted								Weighted								Weighted
						Average								Average								Average
		Number of				Exercise				Number of				Exercise				Number of				Exercise
		Options				Price				Options				Price				Options				Price
Balance, beginning of year			1,006			$	7.69				1,237			$	7.91				1,199			$	8.10
Options granted			65				7.25				46				6.74				240				5.33
Options exercised			(80	)			8.41				(83	)			3.44				(102	)			3.87
Options cancelled			(36	)			8.27				(194	)			10.68				(100	)			8.09
Balance, end of year			955				7.56				1,006				7.69				1,237				7.91
Exercisable, end of year			771			$	7.96				674			$	8.36				634			$	8.82

		Options Outstanding												Options Exercisable
						Weighted
		Number				Average				Weighted				Number				Weighted
		Outstanding,				Remaining				Average				Exercisable,				Average
		February 28,				Contractual				Exercise				February 28,				Exercise
Range of Exercise Prices		2005				Life (Years)				Price				2005				Price
$4.92 - $ 5.95			338				2.98			$	5.22				221			$	5.26
$6.71 - $ 8.66			374				2.11				8.18				307				8.41
$9.85 - $10.20			243				0.33				9.86				243				9.86
			955				1.97				7.56				771				7.96

6.	Segmented information

	Operating segments

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							FMC				FMC
			FMC				United				United				FMC												Consolidated
2005			Canada				Kingdom				States				Australia				SVC				Eliminations				Total
Revenue:
	Application services		$	23,538			$	6,781			$	4,830			$	477			$	9,842			$	—			$	45,468
	Licence sales			830				2,648				1,653				16				—				—				5,147
	Licence maintenance			2,216				7,145				3,415				193				—				—				12,969
	Professional services and other			2,648				2,632				2,338				711				1				—				8,330
	Sales between operating segments			12,328				12				5				—				1,649				(13,994	)			—
			$	41,560			$	19,218			$	12,241			$	1,397			$	11,492			$	(13,994	)		$	71,914
Earnings (loss) before the undernoted			$	(4,862	)		$	1,889			$	1,204			$	(839	)		$	3,200			$	—			$	592
Depreciation			$	(2,838	)		$	(144	)		$	(160	)		$	(59	)		$	(54	)		$	—			$	(3,255	)
Other expense																												(147	)
Income taxes																												(1,362	)
Net loss																											$	(4,172	)
Additions to property and equipment, net			$	1,667			$	84			$	51			$	18			$	20			$	—			$	1,840
Goodwill			$	—			$	—			$	—			$	—			$	367			$	—			$	367
Identifiable assets			$	40,427			$	8,648			$	3,314			$	934			$	2,790			$	—			$	56,113

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							FMC				FMC
			FMC				United				United				FMC												Consolidated
2004			Canada				Kingdom				States				Australia				SVC				Eliminations				Total
Revenue:
	Application services		$	22,381			$	5,703			$	6,131			$	271			$	10,011			$	—			$	44,497
	Licence sales			542				2,149				1,737				258				—				—				4,686
	Licence maintenance			2,070				6,311				3,551				134				—				—				12,066
	Professional services and other			3,672				2,514				4,198				763				5				—				11,152
	Sales between operating segments			12,153				23				25				—				1,775				(13,976	)			—
			$	40,818			$	16,700			$	15,642			$	1,426			$	11,791			$	(13,976	)		$	72,401
Earnings (loss) before the undernoted			$	3,560			$	405			$	1,020			$	(612	)		$	3,274			$	—			$	7,647
Depreciation			$	(3,284	)		$	(168	)		$	(252	)		$	(55	)		$	(58	)		$	—				(3,817	)
Other income																												177
Income taxes																												(1,504	)
Net earnings																											$	2,503
Additions to property and equipment, net			$	3,015			$	57			$	147			$	42			$	13			$	—			$	3,274
Goodwill			$	—			$	—			$	—			$	—			$	367			$	—			$	367
Identifiable assets			$	36,067			$	6,846			$	4,119			$	715			$	4,736			$	—			$	52,483

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							FMC				FMC
			FMC				United				United				FMC												Consolidated
2003			Canada				Kingdom				States				Australia				SVC				Eliminations				Total
Revenue:
	Application services		$	22,170			$	5,805			$	6,166			$	135			$	9,219			$	—			$	43,495
	Licence sales			1,077				2,174				1,119				298				—				—				4,668
	Licence maintenance			2,234				5,907				4,208				43				—				—				12,392
	Professional services and other			4,733				4,940				5,767				316				9				—				15,765
	Sales between operating segments			12,453				—				—				—				1,762				(14,215	)			—
			$	42,667			$	18,826			$	17,260			$	792			$	10,990			$	(14,215	)		$	76,320
Earnings (loss) before the undernoted			$	2,577			$	213			$	325			$	(660	)		$	2,710			$	—			$	5,165
Depreciation			$	(3,674	)		$	(212	)		$	(313	)		$	(70	)		$	(59	)		$	—				(4,328	)
Other expenses																												(149	)
Income taxes																												(1,141	)
Net loss																											$	(453	)
Additions to property and equipment, net			$	1,521			$	10			$	74			$	9			$	89			$	—			$	1,703

	Geographic segments

											United												Consolidated
2005			Canada				Europe				States				Australia				Eliminations				Total
Revenue:
	Sales to third parties		$	39,075			$	19,206			$	12,236			$	1,397			$	—			$	71,914
	Sales between geographic segments			13,977				12				5				—				(13,994	)			—
			$	53,052			$	19,218			$	12,241			$	1,397			$	(13,994	)		$	71,914
Property and equipment			$	5,717			$	425			$	355			$	79			$	—			$	6,576
Goodwill			$	367			$	—			$	—			$	—			$	—			$	367

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											United												Consolidated
2004			Canada				Europe				States				Australia				Eliminations				Total
Revenue:
	Sales to third parties		$	38,681			$	16,677			$	15,617			$	1,426			$	—			$	72,401
	Sales between geographic segments			13,928				23				25				—				(13,976	)			—
			$	52,609			$	16,700			$	15,642			$	1,426			$	(13,976	)		$	72,401
Property and equipment			$	6,945			$	510			$	500			$	128			$	—			$	8,083
Goodwill			$	367			$	—			$	—			$	—			$	—			$	367

											United												Consolidated
2003			Canada				Europe				States				Australia				Eliminations				Total
Revenue:
	Sales to third parties		$	39,442			$	18,826			$	17,260			$	792			$	—			$	76,320
	Sales between geographic segments			14,215				—				—				—				(14,215	)			—
			$	53,657			$	18,826			$	17,260			$	792			$	(14,215	)		$	76,320

7.	Financial instruments

8.	Corporate transaction costs

Investment advisor fees and other expenses		$	2,599
Professional and legal fees			1,984
Linedata agreement termination fee			6,000
		$	10,583

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9.	Realignment charge

Balance, March 1, 2002		$	—
Realignment charge recorded in 2003			904
Payments made in 2003			(385	)
Balance, February 28, 2003			519
Realignment charge recorded in 2004			738
Payments made in 2004			(754	)
Balance, February 29, 2004			503
Realignment charge recorded in 2005			—
Payments made in 2005			(503	)
Balance, February 28, 2005		$	—

10.	Other income (expenses)

		2005				2004				2003
Interest income		$	563			$	613			$	454
Foreign exchange loss			(710	)			(436	)			(512	)
Other interest expense			—				—				(91	)
		$	(147	)		$	177			$	(149	)

11.	Income taxes

			2005				2004				2003
Combined basic Canadian federal and provincial income tax rate				35.7	%			36.2	%			37.7	%
Income tax expense (recovery) based on above rate			$	(1,003	)		$	1,450			$	259
Increase (decrease) resulting from:
	Lower rate on losses (earnings) of foreign subsidiaries			(174	)			(123	)			391
	Adjustments to future income tax assets and liabilities for changes in enacted tax rates			—				(271	)			192
	Change in valuation allowance for future income tax assets			270				205				175
	Income tax losses of foreign subsidiary not recorded			—				—				74
	Non-deductible expenses			2,498				111				84
	Non-taxable portion of investment tax credits			(191	)			(53	)			—
	Large Corporations Tax			—				75				—
	Other			(38	)			110				(34	)
			$	1,362			$	1,504			$	1,141
Combined actual effective income tax rate				(48.5	)%			37.5	%			166.1	%

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		2005				2004				2003
Excess of income tax depreciation over financial statement amounts		$	(31	)		$	(195	)		$	(333	)
Use of benefit of income tax losses			(182	)			829				418
Investment tax credits			313				80				—
Share issue costs			—				—				132
Valuation allowance			270				205				175
Non-deductible reserves			83				(105	)			(107	)
		$	453			$	814			$	285

			Current				Future				Total
Year ended February 28, 2005:
	Federal income taxes		$	37			$	336			$	373
	Provincial income taxes			22				14				36
	Foreign income taxes			850				103				953
			$	909			$	453			$	1,362
Year ended February 29, 2004:
	Federal income taxes		$	75			$	599			$	674
	Provincial income taxes			28				418				446
	Foreign income taxes			587				(203	)			384
			$	690			$	814			$	1,504
Year ended February 28, 2003:
	Federal income taxes		$	578			$	328			$	906
	Provincial income taxes			252				150				402
	Foreign income taxes			26				(193	)			(167	)
			$	856			$	285			$	1,141

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			2005				2004
Future income tax assets (liabilities):
	Net operating loss carryforwards		$	1,275			$	1,117
	Depreciation			757				726
	Non-deductible reserves			129				213
	Investment tax credits			(393	)			(80	)
				1,768				1,976
Valuation allowance				(1,155	)			(885	)
Net future income tax asset			$	613			$	1,091

12.	Change in non-cash operating working capital

		2005				2004				2003
Accounts receivable		$	795			$	1,746			$	3,067
Income taxes recoverable/payable			(173	)			1,077				1,584
Prepaid expenses			210				(20	)			176
Accounts payable and accrued liabilities			9,326				183				680
Deferred revenue			131				189				840
		$	10,289			$	3,175			$	6,347

13.	Commitments

2006		$	3,215
2007			3,043
2008			3,019
2009			2,726
2010			2,563
Thereafter			8,031
		$	22,597

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14.	Related party transactions

15.	Contingencies

16.	Guarantees

17.	Canadian and United States accounting policy differences

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	Consolidated statements of operations

			2005				2004				2003
Net earnings (loss) in accordance with Canadian GAAP			$	(4,172	)		$	2,503			$	(453	)
Compensation expense(a)				(22	)			(37	)			(60	)
Foreign exchange(b)				—				(171	)			203
Net earnings (loss) in accordance with U.S. GAAP				(4,194	)			2,295				(310	)
Other comprehensive earnings:
	Change in cumulative translation adjustments			225				410				(123	)
Comprehensive income (loss) for the year based on U.S. GAAP			$	(3,969	)		$	2,705			$	(433	)

			2005				2004				2003
Basic and diluted earnings (loss) per share under U.S. GAAP			$	(0.38	)		$	0.20			$	(0.03	)
Weighted average number of shares outstanding:
	Basic			11,023				11,314				11,558
	Diluted			11,023				11,404				11,558

(a)	Stock-based compensation

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	Had compensation cost for stock options been determined under the provisions of SFAS No. 123, which utilizes a fair value-based method, the Company’s net earnings (loss) and earnings (loss) per share would have been increased to the following pro forma amounts:

			2005				2004				2003
Net earnings (loss), U.S. GAAP			$	(4,194	)		$	2,295			$	(310	)
Add stock-based compensation expense included in reported net earnings (loss)				162				126				60
Deduct total stock-based compensation expense determined under fair value-based method for all awards				(453	)			(852	)			(1,005	)
Pro forma net earnings (loss), U.S. GAAP			$	(4,485	)		$	1,569			$	(1,255	)
Earnings (loss) per share, U.S. GAAP:
	Basic, as reported		$	(0.38	)		$	0.20			$	(0.03	)
	Basic, pro forma			(0.41	)			0.14				(0.11	)
	Diluted, as reported			(0.38	)			0.20				(0.03	)
	Diluted, pro forma			(0.41	)			0.14				(0.11	)

		2005				2004				2003
Risk-free interest rate			4.07	%			3.87	%			4.74	%
Expected dividend yield			—				—				—
Volatility			44.0	%			48.0	%			53.0	%
Expected lives			5 years				5 years				5 years
Weighted average fair value of options granted		$	3.20			$	3.13			$	2.78

(b)	Foreign exchange

(c)	Disclosure of allowance for doubtful accounts

(d)	Disclosure of accrued liabilities

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(e)	Earnings before the undernoted

(f)	Income taxes

(g)	Consolidated statements of cash flows

(h)	New United States accounting pronouncements

18.	Subsequent events

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Item 20.	Indemnification of Directors and Officers

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Item 21.	Exhibits and Financial Statement Schedules

(a)	Exhibits

Exhibit
Number				Description of Exhibit
	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 Sunshine Acquisition Corporation, 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 Sunshine Acquisition Corporation, 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		Restated Certificate of Incorporation of SS&C Technologies, Inc.
	3	.2		Bylaws of SS&C Technologies, Inc.
	3	.3		Certificate of Incorporation of Financial Models Company Ltd.
	3	.4		By-Laws of Financial Models Company Ltd.

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Exhibit
Number				Description of Exhibit
	3	.5		Certificate of Incorporation of Financial Models Holdings Inc.
	3	.6		Bylaws of Financial Models Holdings Inc.
	3	.7		Certificate of Restated Articles of Organization of SS&C Fund Administration Services LLC
	3	.8		Amended and Restated Operating Agreement of SS&C Fund Administration Services LLC
	3	.9		Certificate of Incorporation, as amended, of OMR Systems Corporation
	3	.10		Bylaws of OMR Systems Corporation
	3	.11		Certificate of Incorporation, as amended, of Open Information Systems, Inc.
	3	.12		Bylaws of Open Information Systems, Inc.
	3	.13		Certificate of Incorporation, as amended, of Cogent Management Inc.
	3	.14		By-Laws of Cogent Management Inc.
	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
	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
	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.
	4	.4		Guarantee of 113/4 % Senior Subordinated Notes due 2013 by Cogent Management Inc.
	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
	4	.6		Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto
	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.
	4	.8		Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc.
	5	.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
	5	.2		Opinion of Day, Berry & Howard LLP
	5	.3		Opinion of Fox Rothschild 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
	10	.2		Guarantee and Collateral Agreement, dated as of November 23, 2005, made by Sunshine Acquisition Corporation, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
	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
	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

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Exhibit
Number				Description of Exhibit
	10	.5		Stockholders Agreement of Sunshine Acquisition Corporation, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein)
	10	.6		Registration Rights Agreement, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein)
	10	.7		Form of Service Provider Stockholders Agreement of Sunshine Acquisition Corporation by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein)
	10	.8		Management Agreement, dated as of November 23, 2005, between Sunshine Acquisition Corporation, William C. Stone and TC Group, L.L.C.
	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., Sunshine Acquisition Corporation and SS&C Technologies, Inc.
	10	.10		1998 Stock Incentive Plan, including form of stock option agreement
	10	.11		1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement
	10	.12		Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan
	10	.13		Employment Agreement, dated as of November 23, 2005, by and between William C. Stone and Sunshine Acquisition Corporation
	10	.14		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	.15		Description of Executive Officer and Director Compensation Arrangements
	10	.16		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	.17		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	.18		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	.19		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	.20		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 20005 10-Q
	12			Statement of Computation of Ratio of Earnings to Fixed Charges
	21			Subsidiaries of SS&C Technologies, Inc.
	23	.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	23	.2		Consent of Day, Berry & Howard LLP (included in Exhibit 5.2)
	23	.3		Consent of Fox Rothschild LLP (included in Exhibit 5.3)

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Exhibit
Number				Description of Exhibit
	23	.4		Consent of PricewaterhouseCoopers LLP
	23	.5		Consent of PricewaterhouseCoopers LLP
	23	.6		Consent of KPMG LLP
	24			Powers of Attorney (included in the signature pages to this registration statement)
	25			Statement of Eligibility of Trustee and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as Trustee, on Form T-1, relating to the 113/4 % Senior Subordinated Notes due 2013
	99	.1		Form of Letter of Transmittal
	99	.2		Form of Notice of Guaranteed Delivery
	99	.3		Form of Letter to DTC Participants
	99	.4		Form of Letter to Beneficial Holders
	99	.5		Form of Tax Guidelines

†	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.

(b)	Financial Statement Schedules

Item 22.	Undertakings

	(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
	(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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	(d) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

	(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.

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	SS&C TECHNOLOGIES, INC.

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board and Chief Executive Officer

Signatures				Title		Date
/s/ William C. Stone   William C. Stone				Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ Normand A. Boulanger   Normand A. Boulanger				Director		June 19, 2006
/s/ William A. Etherington   William A. Etherington				Director		June 19, 2006
/s/ Allan M. Holt   Allan M. Holt				Director		June 19, 2006
/s/ Todd R. Newnam   Todd R. Newnam				Director		June 19, 2006
/s/ Claudius E. Watts, IV   Claudius E. Watts, IV				Director		June 19, 2006

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	COGENT MANAGEMENT INC.

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President and Chief Executive Officer (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Director, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman of the Board		June 19, 2006

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	FINANCIAL MODELS COMPANY LTD.

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Director, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman of the Board		June 19, 2006

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	FINANCIAL MODELS HOLDINGS INC.

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Director, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman of the Board		June 19, 2006

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	SS&C FUND ADMINISTRATION SERVICES LLC

	By:	/s/ William C. Stone

	William C. Stone
	Chairman

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President and Director of Sole Member (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman and Director of Sole Member		June 19, 2006
/s/ William A. Etherington   William A. Etherington				Director of Sole Member		June 19, 2006
/s/ Allan M. Holt   Allan M. Holt				Director of Sole Member		June 19, 2006
/s/ Todd R. Newnam   Todd R. Newnam				Director of Sole Member		June 19, 2006
/s/ Claudius E. Watts, IV   Claudius E. Watts, IV				Director of Sole Member		June 19, 2006

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	OMR SYSTEMS CORPORATION

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Director, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman of the Board		June 19, 2006

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	OPEN INFORMATION SYSTEMS, INC.

	By:	/s/ William C. Stone

	William C. Stone
	Chairman of the Board

Signatures				Title		Date
/s/ Normand A. Boulanger   Normand A. Boulanger				President (Principal Executive Officer)		June 19, 2006
/s/ Patrick J. Pedonti   Patrick J. Pedonti				Director, Senior Vice President and Treasurer (Principal Financial and Accounting Officer)		June 19, 2006
/s/ William C. Stone   William C. Stone				Chairman of the Board		June 19, 2006

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Exhibit
Number				Description of Exhibit
	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 Sunshine Acquisition Corporation, 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 Sunshine Acquisition Corporation, 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		Restated Certificate of Incorporation of SS&C Technologies, Inc.
	3	.2		Bylaws of SS&C Technologies, Inc.
	3	.3		Certificate of Incorporation of Financial Models Company Ltd.
	3	.4		By-Laws of Financial Models Company Ltd.
	3	.5		Certificate of Incorporation of Financial Models Holdings Inc.
	3	.6		Bylaws of Financial Models Holdings Inc.
	3	.7		Certificate of Restated Articles of Organization of SS&C Fund Administration Services LLC
	3	.8		Amended and Restated Operating Agreement of SS&C Fund Administration Services LLC
	3	.9		Certificate of Incorporation, as amended, of OMR Systems Corporation
	3	.10		Bylaws of OMR Systems Corporation
	3	.11		Certificate of Incorporation, as amended, of Open Information Systems, Inc.
	3	.12		Bylaws of Open Information Systems, Inc.
	3	.13		Certificate of Incorporation, as amended, of Cogent Management Inc.
	3	.14		By-Laws of Cogent Management Inc.
	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
	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
	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.
	4	.4		Guarantee of 113/4 % Senior Subordinated Notes due 2013 by Cogent Management Inc.
	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
	4	.6		Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto

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Exhibit
Number				Description of Exhibit
	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.
	4	.8		Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc.
	5	.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
	5	.2		Opinion of Day, Berry & Howard LLP
	5	.3		Opinion of Fox Rothschild 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
	10	.2		Guarantee and Collateral Agreement, dated as of November 23, 2005, made by Sunshine Acquisition Corporation, Sunshine Acquisition II, Inc., SS&C Technologies, Inc. and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent
	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
	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
	10	.5		Stockholders Agreement of Sunshine Acquisition Corporation, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein)
	10	.6		Registration Rights Agreement, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein)
	10	.7		Form of Service Provider Stockholders Agreement of Sunshine Acquisition Corporation by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein)
	10	.8		Management Agreement, dated as of November 23, 2005, between Sunshine Acquisition Corporation, William C. Stone and TC Group, L.L.C.
	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., Sunshine Acquisition Corporation and SS&C Technologies, Inc.
	10	.10		1998 Stock Incentive Plan, including form of stock option agreement
	10	.11		1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement
	10	.12		Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan
	10	.13		Employment Agreement, dated as of November 23, 2005, by and between William C. Stone and Sunshine Acquisition Corporation
	10	.14		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	.15		Description of Executive Officer and Director Compensation Arrangements
	10	.16		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)

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Exhibit
Number				Description of Exhibit
	10	.17		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	.18		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	.19		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	.20		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 20005 10-Q
	12			Statement of Computation of Ratio of Earnings to Fixed Charges
	21			Subsidiaries of SS&C Technologies, Inc.
	23	.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
	23	.2		Consent of Day, Berry & Howard LLP (included in Exhibit 5.2)
	23	.3		Consent of Fox Rothschild LLP (included in Exhibit 5.3)
	23	.4		Consent of PricewaterhouseCoopers LLP
	23	.5		Consent of PricewaterhouseCoopers LLP
	23	.6		Consent of KPMG LLP
	24			Powers of Attorney (included in the signature pages to this registration statement)
	25			Statement of Eligibility of Trustee and Qualification under the Trust Indenture Act of 1939 of Wells Fargo Bank, National Association, as Trustee, on Form T-1, relating to the 113/4 % Senior Subordinated Notes due 2013
	99	.1		Form of Letter of Transmittal
	99	.2		Form of Notice of Guaranteed Delivery
	99	.3		Form of Letter to DTC Participants
	99	.4		Form of Letter to Beneficial Holders
	99	.5		Form of Tax Guidelines

†	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.