S-1/A

As filed with the Securities and Exchange Commission on July 31, 2006

Registration No. 333-135538

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SunGard Data Systems Inc.

(Exact name of registrant issuer as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware	7374	51-0267091
(State or other jurisdiction of incorporation)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

680 East Swedesford Road Wayne, Pennsylvania 19087

(484)-582-2000

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Victoria E. Silbey, Esq.

General Counsel

680 East Swedesford Road Wayne, Pennsylvania 19087

(484)-582-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Richard A. Fenyes, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Tel: (212) 455-2000

Approximate date of commencement of proposed offer: As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
9 1/8% Senior Notes due 2013	(1)	(1)	(1	)
Senior Floating Rate Notes 2013	(1)	(1)	(1	)
10 1/4% Senior Subordinated Notes due 2015	(1)	(1)	(1	)
Guarantees of 9 1/8% Senior Notes due 2013(2)	(1)	(1)	(1	)
Guarantees of Senior Floating Rate Notes 2013(2)	(1)	(1)	(1	)
Guarantees of 10 1/4% Senior Subordinated Notes due 2015(2)	(1)	(1)	(1	)

(1) An indeterminate amount of securities are being registered hereby to be offered solely for market-making purposes by an affiliate of the registrant. Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no filing fee is required.

(2) See inside facing page for additional registrant guarantors.

The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Table of Additional Registrant Guarantors

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
ASC Software Inc.	Delaware	48-1297075	545 Washington Blvd. 7th Floor Jersey City, NJ 07310
Assent Software LLC	Delaware	77-0589377 (parent EIN)	5 Marine View Plaza Hoboken, NJ 07030
Automated Securities Clearance LLC	Delaware	22-3701255	545 Washington Blvd. 7th Floor Jersey City, NJ 07310
BancWare LLC	Delaware	04-2766162	3 Post Office Square 11th Floor Boston, MA 02109
Data Technology Services Inc.	Delaware	41-2128157	680 E. Swedesford Rd. Wayne, PA 19087
Derivatech Risk Solutions Inc.	Delaware	48-1286297	1 S. Walker St. Suite 400 Chicago, IL 60606
Exeter Educational Management Systems,
Inc.	Massachusetts	04-3123926	141 Portland St. Cambridge, MA 02139
FDP LLC	Delaware	59-2138243	2000 South Dixie Highway, Suite 200 Miami, FL 33133
Financial Data Planning Corp.	Delaware	59-1284646	2000 South Dixie Highway, Suite 200 Miami, FL 33133
HTE – UCS, Inc.	Florida	59-2486196	2005 W. Cypress Creed Road, Suite 100 Fort Lauderdale, FL 33309-1835
Inflow LLC	Delaware	84-1439489	680 E. Swedesford Rd. Wayne, PA 19087
MBM Inc.	Delaware	23-3091216	680 E. Swedesford Rd. Wayne, PA 19087
MicroHedge LLC	Delaware	36-3721745	One South Wacker Dr. Suite 400 Chicago, IL 60606
Online Securities Processing Inc.	Delaware	77-0589377	680 E. Swedesford Rd. Wayne, PA 19087

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
Plaid Brothers Software, Inc.	California	33-0171030	2 Venture Suite 550 Irvine, CA 92618
Portfolio Ventures Inc.	Delaware	51-0390634	1105 North Market Street Suite 1412 Wilmington, DE 19801
Prescient Markets Inc.	Delaware	26-0052193	445 Hamilton Avenue 2nd Floor White Plains, NY 10601
SIS Europe Holdings Inc.	Delaware	41-1511643	1105 North Market Street Suite 1412 Wilmington, DE 19801
SRS Development Inc.	Delaware	23-2746281	1105 North Market Street Suite 1412 Wilmington, DE 19801
SunGard Advisor Technologies Inc.	California	68-0129857	2399 Gateway Oaks Drive Suite 200 Sacramento, CA 95833
SunGard Asia Pacific Inc.	Delaware	51-0370861	601 Walnut St. Suite 1010 Philadelphia, PA 19106
SunGard Asset Management Systems LLC	Delaware	23-2889386	40 General Warren Blvd. Suite 200 Malvern, PA 19355
SunGard Availability Services LP	Pennsylvania	23-2106195	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Availability Services Ltd.	Delaware	23-3024711	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Bi-Tech LLC	Delaware	23-2813553	890 Fortress St. Chico, CA 95973
SunGard Business Systems LLC	Delaware	59-1086117	104 Inverness Center Place Birmingham, AL 35242
SunGard Canada Holdings Inc.	Delaware	51-0389725	1105 North Market Street Suite 1412 Wilmington, DE 19801
SunGard Computer Services LLC	Delaware	68-0499469	600 Laurel Road Voorhees, NJ 08043

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
SunGard Consulting Services Inc.	Delaware	87-0727844	10375 Richmond Suite 700 Houston, TX 77042
SunGard Corbel LLC	California	95-2845556	1660 Prudential Drive Jacksonville, FL 32207
SunGard CSA LLC	Delaware	20-4280640	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Development Corporation	Delaware	23-2589002	1105 North Market Street Suite 1412 Wilmington, DE 19801
SunGard DIS Inc.	Delaware	23-2829670	1105 North Market Street Suite 1412 Wilmington, DE 19801
SunGard Energy Systems Inc.	Delaware	13-4081739	601 Walnut St. Suite 1010 Philadelphia, PA 19106
SunGard eProcess Intelligence LLC	Delaware	13-3217303	70 South Orange Avenue Livingston, NJ 07039
SunGard ERisk Inc.	Delaware	52-2318969	1500 Broadway 18th Floor New York, NY 10036
SunGard Expert Solutions Inc.	Utah	87-0392667	90 S. 400 West Suite 400 Salt Lake City, UT 84101
SunGard Financial Systems LLC	Delaware	23-2585361	601 2nd Avenue South Hopkins, MN 55343
SunGard Higher Education Advancement Inc.	Delaware	52-2197045	1000 Winter St. Suite 1200 Waltham, MA 02451
Sungard Higher Education Inc.	Delaware	23-2303679	4 Country View Road Malvern, PA 19355
SunGard Higher Education Managed Services Inc.	Delaware	23-2414968	2300 Maitland Center Parkway Suite 340 Maitland, FL 32751
SunGard HTE Inc.	Florida	59-2133858	1000 Business Center Drive Lake Mary, FL 32746
SunGard Insurance Systems LLC	Delaware	23-2814630	11560 Great Oaks Way Suite 200 Alpharetta, GA 30022

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
SunGard Investment Products Inc.	Delaware	36-3917440	11 Salt Creek Lane Hinsdale, IL 60521
SunGard Investment Systems LLC	Delaware	23-2115509	11 Salt Creek Lane Hinsdale, IL 60521
SunGard Investment Ventures LLC	Delaware	51-0297001	1105 North Market Street Suite 1412 Wilmington, DE 19801
SunGard Kiodex Inc.	Delaware	13-4100480	628 Broadway Suite 501 New York, NY 10012
SunGard NetWork Solutions Inc.	Delaware	23-2981034	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Pentamation Inc.	Pennsylvania	23-1717744	3 West Broad Street Suite 1 Bethlehem, PA 18018
SunGard Reference Data Solutions Inc.	Delaware	72-1571745	888 7th Avenue, 12th Floor New York, NY 10106
SunGard SAS Holdings Inc.	Delaware	26-0052190	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Securities Finance LLC	Delaware	13-3799258	12B Manor Parkway Salem, NH 03079
SunGard Securities Finance International Inc.	Delaware	13-3809371	12B Manor Parkway Salem, NH 03079
SunGard Shareholder Systems LLC	Delaware	23-2025519	951 Mariners Island Blvd. 5th Floor San Mateo, CA 94404
SunGard Software, Inc.	Delaware	51-0287708	1105 North Market St. Suite 1412 Wilmington, DE 19801
SunGard Systems International Inc.	Pennsylvania	23-2490902	560 Lexington Avenue 9th Floor New York, NY 10022
SunGard Technology Services LLC	Delaware	23-2579118	680 E. Swedesford Rd. Wayne, PA 19087
SunGard Trading Systems VAR LLC	Delaware	22-3819527	55 Broadway, 9th Floor New York, NY 10006

Exact Name of Registrant Guarantor as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant Guarantor’s Principal Executive Offices
SunGard Treasury Systems Inc.	California	95-3440473	23975 Park Sorrento 4th Floor Calabasas, CA 91302
SunGard Trust Systems LLC	Delaware	23-2139612	5510 77 Center Drive, Charlotte, NC 28217
SunGard Workflow Solutions LLC	Delaware	63-1019430	104 Inverness Place Birmingham, AL 35242
Systems & Computer Technology
Corporation	Delaware	23-1701520	4 Country View Road Malvern, PA 19355
The GetPaid LLC	Delaware	22-2885721	300 Lanidex Plaza Parsippany, NJ 07054
Trust Tax Services of America, Inc.	Massachusetts	04-3144155	120 Stafford St. Worcester, MA 01603
Wall Street Concepts Inc.	New York	13-3977917	44 Wall Street 3rd Floor New York, NY 10005
World Systems Inc.	Delaware	23-2994973	40 General Warren Blvd. Suite 200 Malvern, PA 19355

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Registration Statement on Form S-1 (the “Registration Statement”) is solely to file certain exhibits to the Registration Statement as set forth below in Item 16(a) of Part II. No changes are being made to the prospectus that forms Part I of this Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

Each of the registration rights agreements relating to the securities of the Registrants being registered hereby provides that SunGard Data Systems Inc. will bear all expenses in connection with the performance of its obligations relating to the market-making activities of Goldman, Sachs & Co. and its affiliates. These expenses include printer expenses and accounting and legal fees in an approximate amount of $75,000.

Item 14. Indemnification of Directors and Officers.

(a) SunGard Data Systems Inc., ASC Software Inc., Data Technology Services Inc., Derivatech Risk Solutions Inc., Financial Data Planning Corp., MBM Inc., Online Securities Processing Inc., Portfolio Ventures Inc., Prescient Markets Inc., SIS Europe Holdings Inc., SRS Development Inc., SunGard Asia Pacific Inc., SunGard Availability Services, Ltd., SunGard SunGard Canada Holdings Inc., SunGard Consulting Services Inc., SunGard Development Corporation, SunGard DIS Inc., SunGard Energy Systems Inc., SunGard Consulting Services Inc., SunGard ERisk Inc., SunGard Higher Education Advancement Inc., SunGard Higher Education Inc., SunGard Higher Education Managed Services Inc., SunGard Investment Products Inc., SunGard Kiodex Inc., SunGard NetWork Solutions Inc., SunGard Reference Data Solutions Inc., SunGard SAS Holdings Inc., SunGard Securities Finance International Inc., SunGard Software, Inc., Systems & Computer Technology Corporation and World Systems Inc. are each incorporated under the laws of Delaware.

Section 145 of the Delaware General Corporation Law (the “DGCL”) grants each corporation organized thereunder the power to indemnify any person who is or was a director, officer, employee or agent of a corporation or enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of being or having been in any such capacity, if he acted in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the directors’ fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.

In accordance with these provisions, the articles of incorporation and/or the bylaws of SunGard Data Systems Inc. and each of SunGard Data Systems Inc.’s guarantors incorporated in Delaware and listed above provide for indemnification of any person who is, was or shall be a director, officer, employee or agent of the corporation, to the full extent permitted by the DGCL, as amended from time to time.

(b) Automated Securities Clearance LLC, BancWare LLC, The GetPaid LLC, Inflow LLC, MicroHedge LLC, SunGard Asset Management Systems LLC, SunGard Bi-Tech LLC, SunGard Business Systems LLC, SunGard CSA LLC, SunGard eProcess Intelligence LLC, SunGard Financial Systems LLC, SunGard Insurance Systems LLC, SunGard Investment Systems LLC, SunGard Investment Ventures LLC, SunGard Securities Finance LLC, SunGard Shareholder Systems LLC, SunGard Technology Services LLC, SunGard Trust Systems LLC and SunGard Workflow Solutions LLC are each limited liability companies organized under the laws of Delaware

II-1

Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager of the limited liability company from and against any and all claims and demands whatsoever.

In accordance with this provisions, the Limited Liability Company Agreements of Automated Securities Clearance LLC, BancWare LLC, The GetPaid LLC, Inflow LLC, MicroHedge LLC, SunGard Asset Management Systems LLC, SunGard Bi-Tech LLC, SunGard Business Systems LLC, SunGard CSA LLC, SunGard Financial Systems LLC, SunGard Insurance Systems LLC, SunGard Investment Systems LLC, SunGard Investment Ventures LLC, SunGard Securities Finance LLC, SunGard Shareholder Systems LLC, SunGard Technology Services LLC, SunGard Trust Systems LLC and SunGard Workflow Solutions LLC state that the company shall indemnify, defend and hold harmless the member and any director, officer, partner, stockholder, controlling person or employee of the member, each member of the board of managers and any person serving at the request of the company from any liability, loss or damage incurred by the indemnified party by reason of any act performed or omitted to be performed by the indemnified party in connection with the business of the company including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage; provided however, that if the liability, loss, damage or claim arises out of any action or inaction of an indemnified party, indemnification shall be available only if (a) either (i) the indemnified party, at the time of such action or inaction determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the company or (ii) in the case of inaction by the indemnified party, the indemnified party did not intend its, his or her inaction to be harmful or opposed to the best interests of the company and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the indemnified party.

(c) Plaid Brothers Software, Inc., SunGard Advisor Technologies Inc. and SunGard Treasury Systems Inc. are each incorporated under the laws of California.

Under Section 317 of the California General Corporation Law (“CGCL”), a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that the person is or was an agent of the corporation, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful.

Expenses incurred in defending any proceeding may be advanced by the corporation prior to the final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent to repay that amount if it shall be determined ultimately that the agent is not entitled to be indemnified as authorized under Section 317.

The articles of incorporation and/or the bylaws of each of the corporations provides that each corporation will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the CGCL.

Each of the corporations may also purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in that capacity or arising out of the agent’s status as such whether or not the corporation would have the power to indemnify the agent against that liability under the applicable law.

(d) SunGard Corbel LLC is a limited liability companies organized under the laws of California.

II-2

Under Section 17153 of the California Limited Liability Company Act, except for a breach of duty, the articles of organization or written operating agreement of a limited liability company may provide for indemnification of any person, including, without limitation, any manager, member, officer, employee or agent of the limited liability company, against judgments, settlements, penalties, fines or expenses of any kind incurred as a result of acting in that capacity. A limited liability company shall have the power to purchase and maintain insurance on behalf of any manager, member, officer, employee or agent of the limited liability company against any liability asserted against on incurred by the person in that capacity or arising out of the person’s status as a manager, member, officer, employee or agent of the limited liability company.

The Limited Liability Company Agreement of SunGard Corbel LLC states that the company shall indemnify, defend and hold harmless the member and any director, officer, partner, stockholder, controlling person or employee of the member, each member of the board of managers and any person serving at the request of the company from any liability, loss or damage incurred by the indemnified party by reason of any act performed or omitted to be performed by the indemnified party in connection with the business of the company including reasonable attorneys’ fees and costs and any amounts expended in the settlement of any such claims of liability, loss or damage; provided however, that if the liability, loss, damage or claim arises out of any action or inaction of an indemnified party, indemnification shall be available only if (a) either (i) the indemnified party, at the time of such action or inaction determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the company or (ii) in the case of inaction by the indemnified party, the indemnified party did not intend its, his or her inaction to be harmful or opposed to the best interests of the company and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the indemnified party.

(e) HTE-UCS, Inc. and SunGard HTE Inc. are each incorporated under the laws of Florida.

Section 607.0850 of the Florida Business Corporation Act, as amended (“FBCA”), grants each corporation organized thereunder the authority to indemnify each of its directors and officers in connection with actions, suits and proceedings brought against such person if he or she acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal actions, had no reasonable cause to believe his or her conduct was unlawful. Unless pursuant to a determination by a court, the determination of whether a director, officer or employee has acted in accordance with the applicable standard of conduct must be made by (i) a majority vote of directors who were not parties to the proceeding or a committee consisting solely of two or more directors not parties to the proceeding, (ii) independent legal counsel selected by a majority vote of the directors who were not parties to the proceeding or by a committee of directors duly designated by the board of directors consisting solely of two or more directors not at the time parties to the proceeding (or selected by the full board if a quorum or committee cannot be obtained), or (iii) the affirmative vote of the majority of the corporation’s shareholders who were not parties to the proceeding.

The FBCA further provides that the corporations may make any other or further indemnity by resolution, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, except with respect to certain enumerated acts or omissions of such persons. Florida law prohibits indemnification or advancement of expenses if a judgment or other final adjudication establishes that the actions of a director, officer or employee constitute (i) a violation of criminal law, unless the person had reasonable cause to believe his or her conduct was lawful, (ii) a transaction from which such person derived an improper personal benefit, (iii) willful misconduct or conscious disregard for the best interests of the corporation in the case of a derivative action by a shareholder or (iv) in the case of a director, a circumstance under which a director would be liable for improper distributions under Section 607.0834 of the FBCA. The FBCA does not affect a director’s responsibilities under any other law, such as federal securities laws.

The articles of incorporation and/or the by-laws of each of the corporations provides that each corporation will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the FBCA.

II-3

(f) Exeter Education Management Systems Inc. and Trust Tax Services of America, Inc. are each incorporated under the laws of Massachusetts Chapter 156B, Section 67 of the Annotated Laws of Massachusetts (the Massachusetts Business Corporation Act) (“MBCA”) states that indemnification of directors, officers, employees and other agents of a corporation may be provided by it to whatever extent authorized by the articles of organization or a bylaw adopted by the stockholders or a vote adopted by the holders of a majority of the shares of stock entitled to vote on the election of directors. Except as the articles of organization or bylaws otherwise require, indemnification of any such persons who are not directors of the corporation may be provided by it to the extent authorized by the directors. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification.

No indemnification may be provided for any person with respect to any matter as to which he shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interest of the corporation.

A corporation shall also have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation whether or not the corporation would have the power to indemnify him against such liability.

The articles of organization and/or the bylaws of each of the corporations provide that, to the fullest extent permitted by the MBCA, as amended from time to time, each corporation will indemnify any and all persons whom it has the power to indemnify from and against any and all of the expenses, liabilities or other matters referred to in the MBCA.

Each corporation, acting through its board of directors, has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or other agent of another organization in which it has an interest, against any liability incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability.

(g) Wall Street Concepts Inc. is incorporated under the laws of New York.

The New York Business Corporation Law (“BCL”), Article 7, Sections 721-726 provide for the indemnification and advancement of expenses to officers and directors. Indemnification and advancement pursuant to the BCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the director personally gained a financial profit or other advantage to which he or she was not legally entitled.

A corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his conduct was unlawful. A corporation may obtain indemnification insurance indemnifying itself and its directors and officers.

The bylaws of Wall Street Concepts Inc. provide that the corporation shall indemnify any person made, or threatened to be made, a party to an action or proceeding, whether civil or criminal, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or if he personally gained in fact a financial profit or other advantage to which he was not legally entitled.

II-4

(h) SunGard Pentamation Inc. and SunGard Systems International Inc. are each incorporated under the laws of Pennsylvania.

Under Section 1741 of the Pennsylvania Business Corporation Law of 1988 (the “PBCL”), subject to certain limitations, a corporation has the power to indemnify directors, officers and other parties under certain prescribed circumstances against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party or threatened to be made a party by reason of his being a representative of the corporation or serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

Expenses incurred by parties in defending any action may be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the party to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

The bylaws of each of the corporations provides that each corporation may indemnify any person who is or was or shall be a director or officer of the corporation, and may indemnify any person who is or was or shall be an employee or agent of the corporation, to the fullest extent permitted by the PBCL, from time to time.

(i) SunGard Availability Services LP is a limited partnership governed by the laws of Pennsylvania.

Under Section 8508 of the Pennsylvania Revised Uniform Limited Partnership Act, a limited partnership may, and shall have the power to, indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions as are set forth in the partnership agreement. Indemnification shall not be made in any case where the act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness. The certificate of limited partnership or partnership agreement may not provide for indemnification in the case of willful misconduct or recklessness.

Indemnification may be granted for any action taken and may be made whether or not the limited partnership would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the limited partnership. Expenses incurred by a partner or other person in defending any action or proceeding against which indemnification may be made pursuant to this section may be paid by the limited partnership in advance of the final disposition of such action or proceeding.

The Agreement of Limited Partnership of SunGard Availability Services LP states that the partnership shall indemnify and hold harmless the general partner, any member, manager, officer, director, shareholder, employee, or agent of the general partner, and any officer of the partnership against any loss or damage (including attorneys’ and other professional fees) incurred by the indemnified party on behalf of the partnership or in furtherance of the partnership’s interests, without relieving the indemnified party of liability for willful misconduct or recklessness. The satisfaction of any indemnification is limited to the partnership’s assets and no partner shall have any liability on account thereof. This indemnification right includes the right to be paid or reimbursed by the indemnified party in advance of the disposition of any proceeding.

(j) SunGard Expert Solutions Inc. is incorporated under the laws of Utah.

Under Section 16-10a of the Utah Business Corporation Act, a corporation may indemnify an individual made a party to a proceeding because he is or was a director, against liability incurred in the proceeding if (i) his conduct was in good faith, (ii) he reasonably believed that his conduct was in, or not opposed to, the corporation’s best interests and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful.

II-5

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which he was a party because he is or was a director of the corporation, against reasonable expenses incurred by him in connection with the proceeding or claim with respect to which he has been successful. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding. If the court determines that the director is entitled to mandatory indemnification, the court shall order indemnification, in which case the court shall also order the corporation to pay the director’s reasonable expenses incurred to obtain court-ordered indemnification.

A corporation may purchase and maintain liability insurance on behalf of such a person, whether or not the corporation would have power to indemnify him against the same liability under the applicable laws.

The bylaws of SunGard Expert Solutions Inc. state that the corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe his or her conduct was unlawful. To the extent such person has been successful, on the merits or otherwise, in the defense, such person shall be indemnified against expenses, including attorneys’ fees, actually and reasonably incurred by such person in connection therewith.

Any expenses incurred in defending a civil or criminal action, suit or other proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or other proceeding. The corporation shall have the power to purchase and maintain insurance on behalf of any such person whether or not the corporation would have the power to indemnify such person against liability under the provisions of the bylaws.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

2.1		Agreement and Plan of Merger, dated as of March 27, 2005, between Solar Capital Corp. and SunGard Data Systems Inc. (incorporated herein by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated March 27, 2005 and filed March 28, 2005 (Commission File No. 1-12989)).
3.1		Amended and Restated Certificate of Incorporation of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
3.2		Second Amended and Restated Bylaws of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
3.3	*	Certificate of Incorporation of ASC Software Inc.
3.4	*	Bylaws of ASC Software Inc.
3.5	*	Certificate of Formation of Assent Software LLC
3.6	*	Limited Liability Company Agreement of Assent Software LLC
3.7	*	Certificate of Formation of Automated Securities Clearance LLC
3.8	*	Limited Liability Company Agreement of Automated Securities Clearance LLC
3.9	*	Certificate of Formation of BancWare LLC

II-6

3.10	*	Limited Liability Company Agreement of BancWare LLC
3.11	*	Certificate of Incorporation of Data Technology Services Inc.
3.12	*	By-laws of Data Technology Services Inc.
3.13	*	Certificate of Incorporation of Derivatech Risk Solutions Inc.
3.14	*	By-laws of Derivatech Risk Solutions Inc.
3.15	*	Articles of Organization of Exeter Educational Management Systems, Inc.
3.16	*	By-laws of Exeter Educational Management Systems, Inc.
3.17	*	Certificate of Formation of FDP LLC
3.18	*	Limited Liability Company Agreement of FDP LLC
3.19	*	Certificate of Incorporation of Financial Data Planning Corp.
3.20	*	By-laws of Financial Data Planning Corp.
3.21	*	Certificate of Formation of The GetPaid LLC
3.22	*	Limited Liability Company Agreement of The GetPaid LLC
3.23	*	Certificate of Incorporation of HTE – UCS, Inc.
3.24	*	By-laws of HTE – UCS, Inc.
3.25	*	Certificate of Formation of Inflow LLC
3.26	*	Limited Liability Company Agreement of Inflow LLC
3.27	*	Certificate of Incorporation of MBM Inc.
3.28	*	By-laws of MBM Inc.
3.29	*	Certificate of Formation of MicroHedge LLC
3.30	*	By-laws of MicroHedge LLC
3.31	*	Certificate of Incorporation of Online Securities Processing Inc.
3.32	*	By-laws of Online Securities Processing Inc.
3.33	*	Certificate of Incorporation of Plaid Brothers Software, Inc.
3.34	*	By-laws of Plaid Brothers Software, Inc.
3.35	*	Certificate of Incorporation of Portfolio Ventures Inc.
3.36	*	By-laws of Portfolio Ventures Inc.
3.37	*	Certificate of Incorporation of Prescient Markets Inc.
3.38	*	By-laws of Prescient Markets Inc.
3.39	*	Certificate of Incorporation of SIS Europe Holdings Inc.
3.40	*	By-laws of SIS Europe Holdings Inc.
3.41	*	Certificate of Incorporation of SRS Development Inc.
3.42	*	By-laws of SRS Development Inc.
3.43	*	Certificate of Incorporation of SunGard Advisor Technologies Inc.
3.44	*	By-laws of SunGard Advisor Technologies Inc.

II-7

3.45	*	Certificate of Incorporation of SunGard Asia Pacific Inc.
3.46	*	By-laws of SunGard Asia Pacific Inc.
3.47	*	Certificate of Formation of SunGard Asset Management Systems LLC
3.48	*	Limited Liability Company Agreement of Asset Management Systems LLC
3.49	*	Certificate of Limited Partnership of SunGard Availability Services LP
3.50	*	Limited Partnership Agreement of SunGard Availability Services LP
3.51	*	Certificate of Incorporation of SunGard Availability Services Ltd.
3.52	*	By-laws of SunGard Availability Services Ltd.
3.53	*	Certificate of Formation of SunGard Bi-Tech LLC
3.54	*	Limited Liability Company Agreement of SunGard Bi-Tech LLC
3.55	***	Certificate of Incorporation of SunGard Higher Education Advancement Inc. (formerly known as SunGard BSR Inc.)
3.56	***	By-laws of SunGard Higher Education Advancement Inc. (formerly known as SunGard BSR Inc.)
3.57	*	Certificate of Formation of SunGard Business Systems LLC
3.58	*	By-laws of SunGard Business Systems LLC
3.59	*	Certificate of Incorporation of SunGard Canada Holdings Inc.
3.60	*	By-laws of SunGard Canada Holdings Inc.
3.61	***	Certificate of Incorporation of SunGard Higher Education Managed Services Inc. (formerly known as SunGard Collegis Inc.)
3.62	***	By-laws of SunGard Higher Education Managed Services Inc. (formerly known as SunGard Collegis Inc.)
3.63	*	Certificate of Formation of SunGard Computer Services LLC
3.64	*	Limited Liability Company Agreement of SunGard Computer Services LLC
3.65	*	Certificate of Incorporation of SunGard Consulting Services Inc.
3.66	*	By-laws of SunGard Consulting Services Inc.
3.67	*	Certificate of Formation—Conversion of SunGard Corbel LLC
3.68	*	Limited Liability Company Agreement of SunGard Corbel LLC
3.69	*	Certificate of Formation of SunGard CSA LLC
3.70	*	Limited Liability Company Agreement of SunGard CSA LLC
3.71	*	Certificate of Incorporation of SunGard Development Corporation
3.72	*	By-laws of SunGard Development Corporation
3.73	*	Certificate of Incorporation of SunGard DIS Inc.
3.74	*	By-laws of SunGard DIS Inc.
3.75	*	Certificate of Incorporation of SunGard Energy Systems Inc.
3.76	*	By-laws of SunGard Energy Systems Inc.
3.77	***	Certificate of Formation of SunGard eProcess Intelligence LLC
3.78	***	Limited Liability Company Agreement of SunGard eProcess Intelligence LLC
3.79	*	Certificate of Incorporation of SunGard Expert Solutions Inc.

II-8

3.80*	By-laws of SunGard Expert Solutions Inc.
3.81*	Certificate of Incorporation of SunGard eRisk Inc.
3.82*	By-laws of SunGard eRisk Inc.
3.83*	Certificate of Formation of SunGard Financial Systems LLC
3.84*	By-laws of SunGard Financial Systems LLC
3.85*	Certificate of Incorporation of SunGard HTE Inc.
3.86*	By-laws of SunGard HTE Inc.
3.87*	Certificate of Formation of SunGard Insurance Systems LLC
3.88*	Limited Liability Company Agreement of SunGard Insurance Systems LLC
3.89*	Certificate of Incorporation of SunGard Investment Products Inc.
3.90*	By-laws of SunGard Investment Products Inc.
3.91*	Certificate of Formation of SunGard Investment Systems LLC
3.92*	Limited Liability Company Agreement of SunGard Investment Systems LLC
3.93*	Certificate of Formation of SunGard Investment Ventures LLC
3.94*	Limited Liability Company Agreement of SunGard Investment Ventures LLC
3.95*	Certificate of Incorporation of SunGard Kiodex Inc.
3.96*	By-laws of SunGard Kiodex Inc.
3.97*	Certificate of Incorporation of SunGard NetWork Solutions Inc.
3.98*	By-laws of SunGard NetWork Solutions Inc.
3.99*	Certificate of Incorporation of SunGard Pentamation Inc.
3.100*	By-laws of SunGard Pentamation Inc.
3.101*	Certificate of Incorporation of SunGard Reference Data Solutions Inc.
3.102*	By-laws of SunGard Reference Data Solutions Inc.
3.103*	Certificate of Incorporation of SunGard SAS Holdings Inc.
3.104*	By-laws of SunGard SAS Holdings Inc.
3.105***	Certificate of Incorporation of SunGard Higher Education Inc. (formerly known as SunGard SCT Inc.)
3.106***	By-laws of SunGard Higher Education Inc. (formerly known as SunGard SCT Inc.)
3.107*	Certificate of Formation of SunGard Securities Finance LLC
3.108*	By-laws of SunGard Securities Finance LLC
3.109*	Certificate of Incorporation of SunGard Securities Finance International Inc.
3.110*	By-laws of SunGard Securities Finance International Inc.
3.111*	Certificate of Formation of SunGard Shareholder Systems LLC
3.112*	Limited Liability Company Agreement of SunGard Shareholder Systems LLC
3.113*	Certificate of Incorporation of SunGard Software, Inc.
3.114*	By-laws of SunGard Software, Inc.

II-9

3.115	*	Certificate of Incorporation of SunGard Systems International Inc.
3.116	*	By-laws of SunGard Systems International Inc.
3.117	*	Certificate of Formation of SunGard Technology Services LLC
3.118	*	Limited Liability Company Agreement of SunGard Technology Services LLC
3.119	*	Certificate of Formation of SunGard Trading Systems VAR LLC
3.120	*	Limited Liability Company Agreement of SunGard Trading Systems VAR LLC
3.121	*	Certificate of Incorporation of SunGard Treasury Systems Inc.
3.122	*	By-laws of SunGard Treasury Systems Inc.
3.123	*	Certificate of Formation of SunGard Trust Systems LLC
3.124	*	Limited Liability Company Agreement of SunGard Trust Systems LLC
3.125	*	Certificate of Formation of SunGard Workflow Solutions LLC
3.126	*	Limited Liability Company Agreement of SunGard Workflow Solutions LLC
3.127	*	Certificate of Incorporation of Systems & Computer Technology Corporation
3.128	*	By-laws of Systems & Computer Technology Corporation
3.129	*	Articles of Organization of Trust Tax Services of America, Inc.
3.130	*	By-laws of Trust Tax Services of America, Inc.
3.131	*	Certificate of Incorporation of Wall Street Concepts Inc.
3.132	*	By-laws of Wall Street Concepts Inc.
3.133	*	Certificate of Incorporation of World Systems Inc.
3.134	*	By-laws of World Systems Inc.
4.1		Indenture, dated as of January 15, 2004, between SunGard Data Systems Inc. and The Bank of New York, as trustee (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission file No. 1-12989)).
4.2		Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 9 1/8% Senior Notes and Senior Floating Rate Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
4.3		Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 1/4% Senior Subordinated Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
4.4		Registration Rights Agreement, dated as of January 15, 2004, between SunGard Data Systems Inc. and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as representatives of the initial purchase (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).

II-10

4.5		Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 9 1/8% Senior Notes and Senior Floating Rate Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
4.6		Registration Rights Agreement, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., relating to the 10 1/4% Senior Subordinated Notes (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission file No. 1-12989)).
5.1	***	Opinion of Simpson Thacher & Bartlett LLP
5.2	***	Opinion of Sheppard, Mullin, Richter & Hampton LLP
5.3	***	Opinion of Blank Rome LLP
5.4	***	Opinion of Ropes & Gray LLP
5.5	***	Opinion of Snell & Wilmer L.L.P.
10.1		Lease, dated April 12, 1984, between SunGard and Broad and Noble Associates, Inc., relating to SunGard’s facility at 401 North Broad Street, Philadelphia, Pennsylvania, and Amendments thereto, dated October 18, 1989, September 30, 1991 and November 19, 1992 (“401 Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 0-14232)).
10.2		Amendment to 401 Lease, dated October 9, 1995 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 0-14232)).
10.3		Amendment to 401 Lease, dated December 23, 1996 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 0-14232)).
10.4		Amendment to 401 Lease, dated March 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
10.5		Amendment to 401 Lease, dated December 18, 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
10.6		Amendment to 401 Lease, dated June 9, 1999 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission File No. 1-12989)).
10.7		Amendment to 401 Lease, dated June 29, 2000 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-12989)).
10.8		October 1999 Lease by and between Russo Family Limited Partnership and SunGard (as successor to Comdisco, Inc.); Amendment to Lease Agreement, dated November 15, 2001, by and between Russo Family Limited Partnership and SunGard; and Lease Assignment and Assumption Agreement, dated November 15, 2001, between Comdisco, Inc. and SunGard (each relating to SunGard’s facility at 777 Central Boulevard, Carlstadt, New Jersey) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).

II-11

10.9	August 2002 Lease Agreement between 760 Washington Avenue, L.L.C. and SunGard relating to SunGard’s facility at 760 Washington Avenue, Carlstadt, New Jersey (“760 Washington Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-12989)).
10.10	Amendment to 760 Washington Lease, dated May 16, 2003 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
10.11	January 2005 Lease Agreement between 410 Commerce L.L.C. and SunGard relating to SunGard’s facility at 410 Commerce Boulevard, Carlstadt, New Jersey (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 1-12989)).
10.12	Credit Agreement, dated as of August 11, 2005, among Solar Capital Corp., the overseas borrowers party thereto, SunGard Holdco LLC, SunGard Data Systems Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, each lender from time to time party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada, as Co-Documentation Agents (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.13	Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.14	Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.15	Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.16	First Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among Certain Subsidiaries of SunGard Data System Inc., as Sellers and SunGard Financing LLC (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.17	Second Step Receivables Purchase Agreement, dated as of August 11, 2005, by and among SunGard Financing LLC as Transferor, and SunGard Funding II LLC, as the Transferee (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.18	Insured Receivables Credit Agreement, dated as of August 11, 2005, among SunGard Funding LLC as the Borrower, the Persons Party thereto as Conduit Lenders, Committed Lenders and Funding Agents, Financial Guaranty Insurance Company as Insurer and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

II-12

10.19	Amendment No. 1 to Insured Receivables Credit Agreement, dated as of December 21, 2005, (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 21, 2005 and filed December 23, 2005 (Commission File No. 1-12989)).
10.20	Insured Receivables Facility Performance Undertaking, dated as of August 11, 2005, executed by SunGard Data Systems Inc. in favor of SunGard Financing LLC, together with its successors and assigns, including JPMorgan Chase Bank, N.A., as Administrative Agent on behalf of the Lenders and the Insurer (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.21	Insured Receivables Facility Security Agreement, dated as of August 11, 2005, among SunGard Funding LLC, as Grantor and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.22	Insured Receivables Facility Collection Agent Agreement, dated as of August 11, 2005, by and between SunGard Data Systems Inc., as Collection Agent, and SunGard Funding LLC (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.23	Form of Change in Control Agreement including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
10.24	Form of Change in Control Agreement not including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
10.25	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.26	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.27	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.28	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

II-13

10.29	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.30	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in South Carolina and Alabama employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.31	Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005 (incorporated by reference to the Exhibits filed with SunGard Data Systems Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.32	SunGard 2005 Management Incentive Plan (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.33	Forms of Rollover Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.34	Forms of Time-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005(Commission File No. 1-12989)).
10.35	Forms of Performance Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.36	Summary Description of SunGard’s Annual Executive Incentive Compensation Program (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 1-12989)).
10.37	Form of Indemnification Agreement entered into by SunGard with its directors and officers (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-14232)).
10.38	Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.39	Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.40	Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

II-14

10.41	Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.42	Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.43	Amendment to 401 Lease, dated March 31, 2006 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-12989)).
10.44	2006 Compensation Schedule for Certain Named Executive Officers (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K filed on May 22, 2006 (Commission File No. 001-12989)).
10.45	Summary Description of the Company’s Annual Executive Incentive Compensation Program (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K filed on May 22, 2006 (Commission File No. 001-12989)).
10.46	Agreement between James L. Mann and SunGard Data Systems Inc. dated August 16, 2002 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 (Commission File No. 1-12989)), as amended by Amendment dated as of February 25, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (Commission File No. 1-12989)).
12.1	Computations of Ratio of Earnings to Fixed Charges (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (Commission File No. 1-12989) and to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-12989)).
21.1*	List of Subsidiaries
23.1***	Consent of Simpson Thacher & Bartlett LLP (included as part of its opinion filed as Exhibit 5.1 hereto)
23.2***	Consent of Sheppard, Mullin, Richter & Hampton LLP (included as part of its opinion filed as Exhibit 5.2 hereto)
23.3***	Consent of Blank Rome LLP (included as part of its opinion filed as Exhibit 5.3 hereto)
23.4***	Consent of Ropes & Gray LLP (included as part of its opinion filed as Exhibit 5.4 hereto)
23.5***	Consent of Snell & Wilmer L.L.P. (included as part of its opinion filed as Exhibit 5.5 hereto)
23.6****	Consent of PricewaterhouseCoopers LLP
24   ****	Powers of Attorney (included in signature pages of the initial filing of this Registration Statement)
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 9 1/8% Senior Notes and Senior Floating Rate Notes
25.2*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York with respect to the Indenture governing the 10 1/4% Senior Subordinated Notes

  * Incorporated by reference to the Registration Statement on Form S-4 of SunGard Data Systems Inc. (File No. 333-133383) filed on April 19, 2006.

** Incorporated by reference to the Amendment No. 1 to the Registration Statement on Form S-4/A of SunGard Data Systems Inc. (File No. 333-133383) filed on May 26, 2006.

*** Filed herewith.

**** Previously filed.

(b) Financial Statement Schedules

None.

II-15

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) 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;

(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 amend) 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 that a 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;

(2) that, for the purpose of determining any liability under the Securities Act, 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 that time shall be deemed to be the initial bona fide offering thereof; and

(3) 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.

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

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes to respond to requests for information that may be incorporated by reference into the prospectus pursuant to Item 11A or 12 of Form S-1, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-16

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD DATA SYSTEMS INC.
By:	*
	Name: Cristóbal Conde
	Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Cristóbal Conde	President, Chief Executive Officer and Director (Principal Executive Officer)	July 31, 2006
* Michael J. Ruane	Senior Vice President–Finance and Chief Financial Officer (Principal Financial Officer)	July 31, 2006
* Karen M. Mullane	Vice President and Controller (Principal Accounting Officer)	July 31, 2006
* Chinh E. Chu	Director	July 31, 2006
* John Connaughton	Director	July 31, 2006
* James H. Greene	Director	July 31, 2006
* Glenn H. Hutchins	Chairman of the Board of Directors	July 31, 2006
* John Marren	Director	July 31, 2006
* Sanjeev Mehra	Director	July 31, 2006
* Julie Richardson	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on July 31, 2006.

ASC SOFTWARE INC.
By:	*
	Name: Patrick D. Lynch
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Patrick D. Lynch	President (Principal Executive Officer)	July 31, 2006
* Stewart Hacker	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hoboken, State of New Jersey, on July 31, 2006.

ASSENT SOFTWARE LLC
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) and Director of Online Securities processing Inc., the Sole Member	July 31, 2006
* Karen M. Mullane	Director of the Sole Member	July 31, 2006
* Victoria E. Silbey	Director of the Sole Member	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, State of New Jersey, on July 31, 2006.

AUTOMATED SECURITIES CLEARANCE LLC
By:	*
	Name: Patrick D. Lynch
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Patrick D. Lynch	President (Principal Executive Officer)	July 31, 2006
* Stewart Hacker	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on July 31, 2006.

BANCWARE LLC
By:	*
	Name: Terence F. Faherty Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Terence F. Faherty	President (Principal Executive Officer)	July 31, 2006
* Gary P. Strickland	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

DATA TECHNOLOGY SERVICES INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on July 31, 2006.

DERIVATECH RISK SOLUTIONS INC.
By:	*
	Name: Emanuel Mond
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Emanuel Mond	President (Principal Executive Officer)	July 31 2006
* Dean B. Gluyas	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Harold C. Finders	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on July 31, 2006.

EXETER EDUCATIONAL MANAGEMENT SYSTEMS, INC.
By:	*
	Name: Brian J. Madocks Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian J. Madocks	President (Principal Executive Officer)	July 31, 2006
* David D. Gathman	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on July 31, 2006.

FDP LLC
By:	*
	Name: Gregory S. Webber Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gregory S. Webber	President (Principal Executive Officer)	July 31, 2006
* Paula R. Jones	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on July 31, 2006.

FINANCIAL DATA PLANNING CORP.
By:	*
	Name: Gregory S. Webber Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gregory S. Webber	President (Principal Executive Officer)	July 31, 2006
* Paula R. Jones	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on July 31, 2006.

HTE – UCS, INC.
By:	*
	Name: Gilbert O. Santos
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gilbert O. Santos	President (Principal Executive Officer)	July 31, 2006
* Bruce E. Langston	Group Chief Financial Officer—SunGard Public Sector Systems (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

INFLOW LLC
By:	*
	Name: Theodore J. Gaasche
	Title:   Group President & Chief Executive Officer, SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Theodore J. Gaasche	Group President & Chief Executive Officer, SunGard Availability Services and Manager (Principal Executive Officer)	July 31, 2006
* Edward C. McKeever	Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

MBM INC.
By:	*
	Name: Michael J. Ruane
	Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on July 31, 2006.

MICROHEDGE LLC
By:	*
	Name: Peter C. Hauser
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Peter C. Hauser	President (Principal Executive Officer)	July 31, 2006
* Douglas L. LeFevre	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

ONLINE SECURITIES PROCESSING INC.
By:	*
	Name: Michael J. Ruane
	Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 31, 2006.

PLAID BROTHERS SOFTWARE, INC.
By:	*
	Name: Gerard M. Murphy
	Title:   President—Brokerage and Clearance Solutions Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gerard M. Murphy	President—Brokerage and Clearance Solutions Group (Principal Executive Officer)	July 31, 2006
* Kenneth R. Buchanan	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

PORTFOLIO VENTURES INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York, on July 31, 2006.

PRESCIENT MARKETS INC.
By:	*
	Name: Kevin T. Rafferty Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Kevin T. Rafferty	President (Principal Executive Officer)	July 31, 2006
* Gregory Vance	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SIS EUROPE HOLDINGS INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SRS DEVELOPMENT INC.
By:	*
	Name: Michael J. Ruane
	Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on July 31, 2006.

SUNGARD ADVISOR TECHNOLOGIES INC.
By:	*
	Name: Michael W. Winkel
	Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael W. Winkel	President (Principal Executive Officer)	July 31, 2006
* Jonelle M. Stenson	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD ASIA PACIFIC INC.
By:	*
	Name: Michael K. Muratore
	Title: Chief Executive Officer and President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael K. Muratore	Chief Executive Officer, President and Director (Principal Executive Officer)	July 31, 2006
* Richard N. Matthews	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD ASSET MANAGEMENT SYSTEMS LLC
By:	*
	Name: Maryanne D. Campbell
	Title:   President—SunGard Wealth Management Accounting Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Maryanne D. Campbell	President—SunGard Wealth Management Accounting Group (Principal Executive Officer)	July 31, 2006
* Randall J. James	Chief Financial Officer—SunGard Wealth Management Accounting Group (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD AVAILABILITY SERVICES LP
By:	*
	Name: Theodore J. Gaasche
	Title: Group President & Chief Executive Officer, SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Theodore J. Gaasche	Group President & Chief Executive Officer, SunGard Availability Services (Principal Executive Officer) and Manager of SunGard Technology Services LLC, the General Partner	July 31, 2006
* Edward C. McKeever	Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Manager of the General Partner	July 31, 2006
* Victoria E. Silbey	Manager of the General Partner	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD AVAILABILITY SERVICES LTD.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President and Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006
* Howard Wallis	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chico, State of California, on July 31, 2006.

SUNGARD BI-TECH LLC
By:	*
	Name: Aaron A. Johnson
	Title: President and Chief Operating Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Aaron A. Johnson	President and Chief Operating Officer (Principal Executive Officer)	July 31, 2006
* Bruce E. Langston	Group Chief Financial Officer—SunGard Public Sector Systems (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on July 31, 2006.

SUNGARD BUSINESS SYSTEMS LLC
By:	*
	Name: Donald W. Birdwell Title: Group Chief Executive Officer—SunGard Wealth Management and Brokerage

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald W. Birdwell	Group Chief Executive Officer—SunGard Wealth Management and Brokerage (Principal Executive Officer)	July 31, 2006
* Kenneth R. Buchanan	Group Chief Financial Officer—SunGard Wealth Management and Brokerage (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SUNGARD CANADA HOLDINGS INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Voorhees, State of New Jersey, on July 31, 2006.

SUNGARD COMPUTER SERVICES LLC
By:	*
	Name: William J. Stefanelli Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* William J. Stefanelli	President (Principal Executive Officer)	July 31, 2006
* Francis J. McBride	Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael K. Muratore	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-46

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 31, 2006.

SUNGARD CONSULTING SERVICES INC.
By:	*
	Name: Douglas R. Wendler Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Douglas R. Wendler	President (Principal Executive Officer)	July 31, 2006
* W. Scott Kurtz	Managing Director—Internal Operations (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Ron M. Lang	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-47

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on July 31, 2006.

SUNGARD CORBEL LLC
By:	*
	Name: Donald D. Mackanos Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald D. Mackanos	President (Principal Executive Officer)	July 31, 2006
* David D. Verre	Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-48

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD CSA LLC
By:	*
	Name: Michael J. Ruane Title: President and Manager

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President and Manager (Principal Executive Officer)	July 31, 2006
* David W. Jeffers	Chief Financial Officer—SunGard Enterprise Group (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Ron M. Lang	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SUNGARD DEVELOPMENT CORPORATION
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-50

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SUNGARD DIS INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-51

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD ENERGY SYSTEMS INC.
By:	*
	Name: Mehmet I. Mandalinci Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mehmet I. Mandalinci	President (Principal Executive Officer)	July 31, 2006
* Robert J. Low	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Livingston, State of New Jersey, on July 31, 2006.

SUNGARD EPROCESS INTELLIGENCE LLC
By:	*
	Name: Thomas E. King Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas E. King	President (Principal Executive Officer)	July 31, 2006
* Adrian Rickard	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-53

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

SUNGARD ERISK INC.
By:	*
	Name: Terence F. Faherty Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Terence F. Faherty	President (Principal Executive Officer)	July 31, 2006
* Gary P. Strickland	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-54

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salt Lake City, State of Utah, on July 31, 2006.

SUNGARD EXPERT SOLUTIONS INC.
By:	*
	Name: Paul K. Erickson Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Paul K. Erickson	President (Principal Executive Officer)	July 31, 2006
* James R. Maynard	Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hopkins, State of Minnesota, on July 31, 2006.

SUNGARD FINANCIAL SYSTEMS LLC
By:	*
	Name: Gerard M. Murphy Title: President—SunGard Brokerage and Clearance          Solutions

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gerard M. Murphy	President—SunGard Brokerage and Clearance Solutions Group (Principal Executive Officer)	July 31, 2006
* Kenneth R. Buchanan	Group Chief Financial Officer—SunGard Wealth Management and Brokerage (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on July 31, 2006.

SUNGARD HIGHER EDUCATION ADVANCEMENT INC.
By:	*
	Name: Michiel Westerkamp Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michiel Westerkamp	President (Principal Executive Officer)	July 31, 2006
* Paul R. Tucceri	Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD HIGHER EDUCATION INC.
By:	*
	Name: Brian J. Madocks Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian J. Madocks	President (Principal Executive Officer)	July 31, 2006
* David D. Gathman	Senior Vice President—Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-58

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Maitland, State of Florida, on July 31, 2006.

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.
By:	*
	Name: Thomas V. Huber Title: President and Chief Executive Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas V. Huber	President and Chief Executive Officer (Principal Executive Officer)	July 31, 2006
* Robert C. Bowers	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Mary, State of Florida, on July 31, 2006.

SUNGARD HTE INC.
By:	*
	Name: Gilbert O. Santos Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gilbert O. Santos	President (Principal Executive Officer)	July 31, 2006
* Bruce E. Langston	Group Chief Financial Officer—SunGard Public Sector Systems (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-60

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on July 31, 2006.

SUNGARD INSURANCE SYSTEMS LLC
By:	*
	Name: Gregory S. Webber Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Gregory S. Webber	President (Principal Executive Officer)	July 31, 2006
* Paula R. Jones	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-61

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hinsdale, State of Illinois, on July 31, 2006.

SUNGARD INVESTMENT PRODUCTS INC.
By:	*
	Name: Kevin T. Rafferty Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Kevin T. Rafferty	President (Principal Executive Officer)	July 31, 2006
* Gregory Vance	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-62

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hinsdale, State of Illinois, on July 31, 2006.

SUNGARD INVESTMENT SYSTEMS LLC
By:	*
	Name: Douglas S. Morgan Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Douglas S. Morgan	President (Principal Executive Officer)	July 31, 2006
* Max J. Broedlow	Group Chief Financial Officer—SunGard Institutional Management and Securities Servicing (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* John E. McArdle Jr.	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-63

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SUNGARD INVESTMENT VENTURES LLC
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Manager (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-64

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

SUNGARD KIODEX INC.
By:	*
	Name: Raj A. Mahajan Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Raj A. Mahajan	President (Principal Executive Officer)	July 31, 2006
* Thomas W. Farley	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-65

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD NETWORK SOLUTIONS INC.
By:	*
	Name: Theodore J. Gaasche Title: Group President & Chief Executive Officer,           SunGard Availability Services

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Theodore J. Gaasche	Group President & Chief Executive Officer, SunGard Availability Services and Director (Principal Executive Officer)	July 31, 2006
* Edward C. McKeever	Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-66

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethlehem, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD PENTAMATION INC.
By:	*
	Name: Donald V. Appleton Title: President and Chief Operating Officer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Donald V. Appleton	President and Chief Operating Officer (Principal Executive Officer)	July 31, 2006
* David D. Madea	Vice President—Finance (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-67

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

SUNGARD REFERENCE DATA SOLUTIONS INC.
By:	*
	Name: Janet K. Crowley Title: President—Data Management Solutions

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Janet K. Crowley	President—Data Management Solutions (Principal Executive Officer)	July 31, 2006
* Kevin D. Cummings	Chief Financial Officer—SunGard Data Services and Solutions Group (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-68

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD SAS HOLDINGS INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salem, State of New Hampshire, on July 31, 2006.

SUNGARD SECURITIES FINANCE LLC
By:	*
	Name: Brian A. Traquair Title: President—SunGard Securities Finance Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian A. Traquair	President—SunGard Securities Finance Group (Principal Executive Officer)	July 31, 2006
* Julie G. Keefe	Chief Financial Officer—SunGard Securities Finance Group and Vice President (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Salem, State of New Hampshire, on July 31, 2006.

SUNGARD SECURITIES FINANCE INTERNATIONAL INC.
By:	*
	Name: Brian A. Traquair Title: President—SunGard Securities Finance Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian A. Traquair	President—SunGard Securities Finance Group (Principal Executive Officer)	July 31, 2006
* Julia G. Keefe	Chief Financial Officer—and SunGard Securities Finance Group and Vice President (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-71

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on July 31, 2006.

SUNGARD SHAREHOLDER SYSTEMS LLC
By:	*
	Name: T. Ray Davis Title: Group Chief Executive Officer—SunGard Benefit           Administration and Insurance

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* T. Ray Davis	Group Chief Executive Officer—SunGard Benefit Administration and Insurance (Principal Executive Officer)	July 31, 2006
* Jeffrey L. Scott	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-72

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on July 31, 2006.

SUNGARD SOFTWARE, INC.
By:	*
	Name: Michael J. Ruane Title: President and Treasurer

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Michael J. Ruane	President, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Karen M. Mullane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

SUNGARD SYSTEMS INTERNATIONAL INC.
By:	*
	Name: James E. Ashton III Title: Group Chief Executive Officer—SunGard Trading, Treasury and Risk Management

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James E. Ashton III	Group Chief Executive Officer—SunGard Trading, Treasury and Risk Management	July 31, 2006
* David W. Jeffers	Group Chief Financial Officer—SunGard Trading, Treasury and Risk Management (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael K. Muratore	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-74

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wayne, Commonwealth of Pennsylvania, on July 31, 2006.

SUNGARD TECHNOLOGY SERVICES LLC
By:	*
	Name: Theodore J. Gaasche Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Theodore J. Gaasche	President and Manager (Principal Executive Officer)	July 31, 2006
* Edward C. McKeever	Vice President and Controller (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-75

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

SUNGARD TRADING SYSTEMS VAR LLC
By:	*
	Name: James E. Ashton III Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* James E. Ashton III	President (Principal Executive Officer) and Manager of Automated Securities Clearance LLC, the Sole Member	July 31, 2006
* David W. Jeffers	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Michael J. Ruane	Manager of the Sole Member	July 31, 2006
* Victoria E. Silbey	Manager of the Sole Member	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-76

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on July 31, 2006.

SUNGARD TREASURY SYSTEMS INC.
By:	*
	Name: Kenneth R. Dummitt Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Kenneth R. Dummitt	President (Principal Executive Officer)	July 31, 2006
* Alan D. Gordon	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-77

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on July 31, 2006.

SUNGARD TRUST SYSTEMS LLC
By:	*
	Name: Maryanne D. Campbell Title: President—SunGard Wealth Management Accounting Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Maryanne D. Campbell	President—SunGard Wealth Management Accounting Group (Principal Executive Officer)	July 31, 2006
* Randall J. James	Chief Financial Officer—SunGard Wealth Management Accounting Group (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-78

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Birmingham, State of Alabama, on July 31, 2006.

SUNGARD WORKFLOW SOLUTIONS LLC
By:	*
	Name: Jason Ingram Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Jason Ingram	President (Principal Executive Officer)	July 31, 2006
* Michael L. Foley	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* T. Ray Davis	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-79

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on July 31, 2006.

SYSTEMS AND COMPUTER TECHNOLOGY CORPORATION
By:	*
	Name: Brian J. Madocks Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Brian J. Madocks	President (Principal Executive Officer)	July 31, 2006
* David D. Gathman	Senior Vice President—Finance and Administration and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Robert F. Clarke	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-80

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Parsippany, State of New Jersey, on July 31, 2006.

THE GETPAID LLC
By:	*
	Name: Kenneth R. Dummitt Title: Chairman and President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Kenneth R. Dummitt	Chairman and President (Principal Executive Officer)	July 31, 2006
* Alan D. Gordon	Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* James E. Ashton III	Manager	July 31, 2006
* Michael J. Ruane	Manager	July 31, 2006
* Victoria E. Silbey	Manager	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-81

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth of Massachusetts, on July 31, 2006.

TRUST TAX SERVICES OF AMERICA, INC.
By:	*
	Name: Thomas D. West Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas D. West	President (Principal Executive Officer)	July 31, 2006
* Kenneth R. Buchanan	Group Chief Financial Officer—SunGard Wealth Management and Brokerage (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-82

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 31, 2006.

WALL STREET CONCEPTS INC.
By:	*
	Name: William E. Scott Title: President

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* William E. Scott	President (Principal Executive Officer)	July 31, 2006
* Kenneth R. Buchanan	Group Chief Financial Officer—SunGard Wealth Management and Brokerage (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-83

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Malvern, Commonwealth of Pennsylvania, on July 31, 2006.

WORLD SYSTEMS INC.
By:	*
	Name: Maryanne D. Campbell Title: President—SunGard Wealth Management Accounting Group

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Maryanne D. Campbell	President—SunGard Wealth Management Accounting Group (Principal Executive Officer)	July 31, 2006
* Randall J. James	Chief Financial Officer—SunGard Wealth Management Accounting Group (Principal Financial Officer and Principal Accounting Officer)	July 31, 2006
* Donald W. Birdwell	Director	July 31, 2006
* Michael J. Ruane	Director	July 31, 2006
* Victoria E. Silbey	Director	July 31, 2006

*By:	/S/    LESLIE S. BRUSH
	Leslie S. Brush Attorney-in-Fact

II-84

EX-3.55

Exhibit 3.55

CERTIFICATE OF INCORPORATION

OF

SUNGARD BSR INC.

1. The name of the corporation is SunGard BSR Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent as such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporation may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) shares of common stock, with a par value of $1.00 per share, amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The name and mailing address of each incorporator is as follows:

NAME	ADDRESS
M.A. Brzoska	Corporation Trust Center 1209 Orange Street Wilmington, DE 19801
L.J. Vitalo	Corporation Trust Center 1209 Orange Street Wilmington, DE 19801
D.J. Murphy	Corporation Trust Center 1209 Orange Street Wilmington, DE 19801

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation.

8. The corporation reserves the right to alter, amend, changed or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

9. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

10. This certificate of incorporation shall be effective upon filling.

WE, THE UNDERSIGNED, being each of the incorporators hereinabove named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is our act and deed and the facts herein state are true, and accordingly have hereunto set our hands this 4^th day of May, 1998.

/S/ M.A. Brzoska

M.A. Brozoska

/S/ L.J. Vitalo

L.J. Vitalo

/S/ D.J. Murphy

D.J. Murphy

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

Associates Technology Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of Associates Technology Inc., be amended by changing Article “First” thereof so that, as amended, said Article shall be and read as follows:

FIRST: The name of the corporation shall be SunGard BSR Inc.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Associates Technology Inc., Inc, has caused this certificate to be signed by Andrew P. Bronstein its Asst. Secretary , this 8th day of October, 1999.

Associates Technology Inc.
By:
	Andrew P. Bronstein, Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

SUNGARD BSR INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from SUNGARD BSR INC. to SUNGARD HIGHER EDUCATION ADVANCEMENT INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of SUNGARD BSR INC. changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard Higher Education Advancement Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said SunGard BSR Inc. has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 20^th day of July, 2006.

SUNGARD BSR INC.
By:	/S/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

EX-3.56

Exhibit 3.56

SUNGARD HIGHER EDUCATION ADVANCEMENT INC.

AMENDED AND RESTATED BY-LAWS

These Amended and Restated By-laws are adopted by the Corporation and are supplemental to the Delaware General Corporation Law as the same shall from time to time be in effect.

ARTICLE I. STOCKHOLDERS

Section 1.1. Place of Stockholders’ Meetings. All meetings of the stockholders shall be held at such place or places, inside the State of Delaware, as determined by the Board of Directors from time to time. If necessary, however, the Board of Directors may determine to hold such meetings outside the State of Delaware.

Section 1.2 Annual Stockholders’ Meeting. The annual meeting of the stockholders, for the election of directors and the transaction of other business which is properly brought before such meeting, shall be held in each calendar year, at a date, time and place determined by the Board of Directors.

Section 1.3. Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by the President; or the Board of Directors.

Section 1.4. Absentee Participation in Meetings. Any stockholder may participate in a meeting of the stockholders by use of a conference telephone or a similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 1.5. Designation of Presiding and Recording Officer. At any meeting of the stockholders, the stockholders who are present shall have the right to designate any person, whether or not an officer, director or shareholder, to preside over or record the proceedings of such meeting.

Section 1.6. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

SUNGARD HIGHER EDUCATION ADVANCEMENT INC

AMENDED AND RESTATED BYLAWS

PAGE 2 OF 6

ARTICLE II. DIRECTORS

Section 2.1. Number of Directors. The number of directors shall initially be three directors, and thereafter shall be such number as may from time to time be determined by the Board of Directors. However, there shall be at all times at least one and no more than five directors. Directors shall be elected at the annual meeting of stockholders, except that if a vacancy shall occur in the Board of Directors for any reason, the remaining directors may appoint a person to fill such vacancy. In the event there are no directors in office, application may be made by any officer or stockholder for a special meeting of shareholders to be held to elect new director(s).

Section 2.2. Term of Directors. Each director shall serve until his successor is elected and qualifies, or until his earlier resignation or removal.

Section 2.3. Resignations of Directors. Any director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 2.4. Compensation of Directors. Unless the Board of Directors otherwise determines, directors shall not be entitled to any compensation for their services as directors. Any director may serve the Corporation in other capacities and be entitled to such compensation therefor as is determined by the Board of Directors.

Section 2.5. Annual Meeting of Directors. An annual meeting of the Board of Directors shall be held in each calendar year immediately following the annual meeting of the stockholders. Notice of such meeting need not be given.

Section 2.6. Special Meetings of Directors. Special meetings of the Board of Directors may be called by the President or a majority of the directors. Any such meeting shall be held at the principal office of the Corporation or at any other place within or without the State of Delaware.

Section 2.7. Notice of Directors’ Meetings. Reasonable notice of meetings of directors shall be in writing and shall be given to each director not less than two days before such meeting. Unless otherwise required by law or these By-laws, neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 2.8. Committees. In the absence or disqualification of any member of any committee established by the Board of Directors, the members thereof who are present at any meeting of such committee and are not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of such absent or disqualified member.

SUNGARD HIGHER EDUCATION ADVANCEMENT INC

AMENDED AND RESTATED BYLAWS

PAGE 3 OF 6

Section 2.9. Absentee Participation in Meetings. Any director may participate in a meeting of the Board of Directors, a meeting of a committee established by the Board of Directors, or a meeting of the stockholders, by use of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 2.10. Designation of Presiding and Recording Officers. At any meeting of the directors, the directors who are present shall have the right to designate any person, whether or not an officer, director or stockholder, to preside over or record the proceedings of such meeting.

Section 2.11. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and such written consent is filed with the minutes of the Board.

ARTICLE III. OFFICERS

Section 3.1. Officers. The Corporation shall have a President, Secretary and a Treasurer, and may have one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time determine.

Section 3.2. Election and Term of Officers. The President, Secretary, and Treasurer of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. All other officers and assistant officers shall be elected by the Board of Directors or appointed by the President at the time, in the manner, and for such term as the Board of Directors or the President, as the case may be, from time to time determines. Each officer and assistant officer shall serve until his successor is duly elected and qualifies, or until he resigns or is removed from office.

Section 3.3. Compensation. Unless otherwise provided by the Board of Directors, the compensation of officers and assistant officers shall be fixed by the President.

Section 3.4. President. The President shall be the chief executive officer of the Corporation, and, subject to the direction and control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation, and shall preside at all meetings of the stockholders and of the Board of Directors. As authorized by the Board of Directors, the President shall execute and seal, or cause to be sealed, all instruments requiring such execution, except to the extent that signing and execution thereof is expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Upon request of the Board of Directors, the President shall report to it all

SUNGARD HIGHER EDUCATION ADVANCEMENT INC

AMENDED AND RESTATED BYLAWS

PAGE 4 OF 6

matters which the interests of the Corporation may require be brought to the attention of the Board of Directors.

Section 3.5. Vice President, Secretary, Treasurer, and Assistant Officers. In the absence or disability of the President, the Vice President or Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. The Secretary shall record the proceedings of all meetings of the stockholders and directors. The Vice President or Vice Presidents, the Secretary, the Treasurer, the Assistant Secretary or Secretaries, and the Assistant Treasurer or Treasurers, shall act under the direction of the President and shall perform all duties which are prescribed by the President or the Board of Directors.

Section 3.6. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

ARTICLE IV. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 4.1. Indemnification. The Corporation shall indemnify any person who is or was or shall be a director or officer of the Corporation, and may indemnify any person who is or was or shall be an employee or agent of the Corporation, to the full extent permitted by Section 145 and any other relevant provisions of the Delaware General Corporation Law, as amended from time to time.

ARTICLE V. FINANCIAL REPORTS TO STOCKHOLDERS

Section 5.1. No Annual Report Required. The directors of the Corporation shall not be required to send or cause to be sent to the stockholders any annual financial reports.

ARTICLE VI. SHARES OF CAPITAL STOCK

Section 6.1. Signatures on Share Certificates. Each share certificate shall be signed by (a) the President or a Vice President of the Corporation, and (b) the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer of the Corporation.

Section 6.2. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such stockholder: (a) requests such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond deemed sufficient by the Board of Directors; and (c) satisfies any other reasonable requirements fixed by the Board of Directors.

SUNGARD HIGHER EDUCATION ADVANCEMENT INC

AMENDED AND RESTATED BYLAWS

PAGE 5 OF 6

Section 6.3. Transfer of Shares. Upon surrender to the Corporation or its transfer agent of a certificate for shares, duly endorsed for transfer by the person named in the certificate or by an attorney lawfully constituted in writing, or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall record the transfer of such shares upon its books, issue a new certificate or certificates to the person or persons entitled thereto, and cancel the surrendered certificate.

SUNGARD HIGHER EDUCATION ADVANCEMENT INC

AMENDED AND RESTATED BYLAWS

PAGE 6 OF 6

ARTICLE VII. AMENDMENTS

Section 7.1. Amendment by Stockholders or Board of Directors. These By-laws may be amended or repealed by a majority vote of the directors, or by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, as the case may be, at any regular or special meeting duly convened after notice to the directors or the stockholders of that purpose.

Section 7.2. Recording Amendments. The text of all amendments to these By-laws shall be attached hereto, and a notation of the date of its adoption and a notation of whether it was adopted by the directors or the stockholders shall be made in Section 9.2 hereof.

ARTICLE VIII. MISCELLANEOUS

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer(s) or other person(s) as the Board of Directors may from time to time designate.

ARTICLE IX. ADOPTION OF BY-LAWS AND RECORD OF AMENDMENTS THERETO

Section 9.1. Adoption and Effective Date. These By-laws have been adopted as the By-laws of the Corporation this 23rd day of February, 2006, and shall be effective as of said date.

Section 9.2. Amendment of By-laws.

SECTION AMENDED	DATE AMENDED	MANNER OF ADOPTION
Corporate Name Change From SunGard Higher Education Advancement Inc. to SunGard Higher Education Advancement Inc.	June 30, 2006	Unanimous written consent of the sole stockholder and the board of directors.

EX-3.61

Exhibit 3.61

CERTIFICATE OF MERGER

MERGING

ACQUISITION TECHNOLOGY SERVICES INC.

WITH AND INTO

COLLEGIS, INC.

Pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), Collegis, Inc. (the “Surviving Corporation”) does hereby certify as follows:

FIRST: That (i) the Surviving Corporation is a Delaware corporation and (ii) Acquisition Technology Services Inc. is a Delaware corporation (the “Merging Corporation” and, together with the Surviving Corporation, the “Constituent Corporations”).

SECOND: An Agreement and Plan of Merger, dated as of February 26, 2004, between the Surviving Corporation, the Merging Corporation and other parties thereto (the “Merger Agreement”) has been adopted, approved, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 251 of the DGCL.

THIRD: The name of the corporation surviving the merger shall be Collegis, Inc.

FOURTH: Upon the filing of this Certificate of Merger with the Secretary of State of the State of Delaware, the Restated Certificate of Incorporation of the Surviving Corporation shall be amended and restated as set forth on Exhibit A attached hereto.

FIFTH: The executed Merger Agreement is on file at the principal place of business of the Surviving Corporation, which is located at 680 East Swedesford Road, Wayne, Pennsylvania 19087 (Attention: General Counsel).

SIXTH: A copy of the executed Merger Agreement will be furnished by the Surviving Corporation, on request and without cost, to any stockholder of any Constituent Corporation.

SEVENTH: This Certificate of Merger shall become effective upon filing with the Secretary of State of the State of Delaware.

[signature page follows]

IN WITNESS WHEREOF, this Certificate of Merger has been duly executed by the undersigned officer this 4th day of March, 2004.

COLLEGIS, INC.
By:	/S/ Robert C. Bowers
Name:	Robert C. Bowers
Title:	Executive Vice President/Chief Financial Officer

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

COLLEGIS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from COLLEGIS, INC. to SUNGARD COLLEGIS INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of COLLEGIS, INC. changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard Collegis Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said Collegis, Inc. has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 15^th day of March, 2004.

COLLEGIS, INC.
By:	/S/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

COLLEGIS, INC.

1. The name of the corporation is: Collegis, Inc.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) shares of common stock, with a par value of One Dollar $1.00 per share, amounting in the aggregate to One Thousand Dollars ($1,000.00).

5. The corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the by-laws of the corporation and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

7. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

8. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

SUNGARD COLLEGIS INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from SUNGARD COLLEGIS INC. to SUNGARD HIGHER EDUCATION MANAGED SERVICES INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of SUNGARD COLLEGIS INC. changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard Higher Education Managed Services Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said Sungard Collegis Inc. has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 20^th day of July, 2006.

SUNGARD COLLEGIS INC.
By:	/S/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

EX-3.62

Exhibit 3.62

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.

AMENDED AND RESTATED BYLAWS

These Amended and Restated Bylaws are adopted by the Corporation and are supplemental to the Delaware General Corporation Law as the same shall from time to time be in effect.

ARTICLE I. STOCKHOLDERS

Section 1.1. Place of Stockholders’ Meetings. All meetings of the stockholders shall be held at such place or places, inside the State of Delaware, as determined by the Board of Directors from time to time. If necessary, however, the Board of Directors may determine to hold such meetings outside the State of Delaware.

Section 1.2. Annual Stockholders’ Meeting. The annual meeting of the stockholders, for the election of directors and the transaction of other business which is properly brought before such meeting, shall be held in each calendar year, at a date, time and place determined by the Board of Directors.

Section 1.3. Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by the President or the Board of Directors.

Section 1.4. Absentee Participation in Meetings. Any stockholder may participate in a meeting of the stockholders by use of a conference telephone or a similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 1.5. Designation of Presiding and Recording Officer. At any meeting of the stockholders, the stockholders who are present shall have the right to designate any person, whether or not an officer, director or stockholder, to preside over or record the proceedings of such meeting.

Section 1.6. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II. DIRECTORS

Section 2.1. Number of Directors. The number of directors shall initially be three directors, and thereafter shall be such number as may from time to time be determined by the Board of Directors. However, there shall be at all times at least one and no more than five directors. Directors shall be elected at the annual meeting of stockholders, except that if a

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.

AMENDED AND RESTATED BYLAWS

PAGE 2 OF 5

vacancy shall occur in the Board of Directors for any reason, the remaining directors may appoint a person to fill such vacancy. In the event there are no directors in office, application may be made by any officer or stockholder for a special meeting of stockholders to be held to elect new director(s).

Section 2.2. Term of Directors. Each director shall serve until his or her successor is elected and qualifies, or until his or her earlier resignation or removal.

Section 2.3. Resignations of Directors. Any director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 2.4. Compensation of Directors. Unless the Board of Directors otherwise determines, directors shall not be entitled to any compensation for their services as directors. Any director may serve the Corporation in other capacities and be entitled to such compensation therefor as is determined by the Board of Directors.

Section 2.5. Annual Meeting of Directors. An annual meeting of the Board of Directors shall be held in each calendar year immediately following the annual meeting of the stockholders. Notice of such meeting need not be given.

Section 2.6. Special Meetings of Directors. Special meetings of the Board of Directors may be called by the President or a majority of the directors. Any such meeting shall be held at the principal office of the Corporation or at any other place within or without the State of Delaware.

Section 2.7. Notice of Directors’ Meetings. Reasonable notice of meetings of directors shall be in writing and shall be given to each director not less than two (2) days before such meeting. Unless otherwise required by law or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 2.8. Committees. In the absence or disqualification of any member of any committee established by the Board of Directors, the members thereof who are present at any meeting of such committee and are not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of such absent or disqualified member.

Section 2.9. Absentee Participation in Meetings. Any director may participate in a meeting of the Board of Directors, a meeting of a committee established by the Board of Directors, or a meeting of the stockholders, by use of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

Section 2.10. Designation of Presiding and Recording Officers. At any meeting of the directors, the directors who are present shall have the right to designate any person, whether or not an officer, director or stockholder, to preside over or record the proceedings of such meeting.

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.

AMENDED AND RESTATED BYLAWS

PAGE 3 OF 5

Section 2.11. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and such written consent is filed with the minutes of the Board.

ARTICLE III. OFFICERS

Section 3.1. Officers. The Corporation shall have a President, Secretary and a Treasurer, and may have one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time determine.

Section 3.2. Election and Term of Officers. The President, Secretary, and Treasurer of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. All other officers and assistant officers shall be elected by the Board of Directors or appointed by the President at the time, in the manner, and for such term as the Board of Directors or the President, as the case may be, from time to time determines. Each officer and assistant officer shall serve until his successor is duly elected and qualifies, or until he resigns or is removed from office.

Section 3.3. Compensation. Unless otherwise provided by the Board of Directors, the compensation of officers and assistant officers shall be fixed by the President.

Section 3.4. President. The President shall be the chief executive officer of the Corporation, and, subject to the direction and control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation, and shall preside at all meetings of the stockholders and of the Board of Directors. As authorized by the Board of Directors, the President shall execute and seal, or cause to be sealed, all instruments requiring such execution, except to the extent that signing and execution thereof is expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Upon request of the Board of Directors, the President shall report to it all matters which the interests of the Corporation may require be brought to the attention of the Board of Directors.

Section 3.5. Vice President, Secretary, Treasurer, and Assistant Officers. In the absence or disability of the President, the Vice President or Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. The Secretary shall record the proceedings of all meetings of the stockholders and directors. The Vice President or Vice Presidents, the Secretary, the Treasurer, the Assistant Secretary or Secretaries, and the Assistant Treasurer or Treasurers, shall act under the direction of the President and shall perform all duties which are prescribed by the President or the Board of Directors.

Section 3.6. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.

AMENDED AND RESTATED BYLAWS

PAGE 4 OF 5

ARTICLE IV. INDEMNIFICATION OF DIRECTORS, OFFICERS

AND OTHER PERSONS

Section 4.1. Indemnification. The Corporation shall indemnify any person who is or was or shall be a director or officer of the Corporation, and may indemnify any person who is or was or shall be an employee or agent of the Corporation, to the full extent permitted by Section 607.0850 and any other relevant provisions of the Delaware General Corporation Law, as amended from time to time.

ARTICLE V. FINANCIAL REPORTS TO STOCKHOLDERS

Section 5.1. No Annual Report Required. The directors of the Corporation shall not be required to send or cause to be sent to the stockholders any annual financial reports.

ARTICLE VI. SHARES OF CAPITAL STOCK

Section 6.1. Signatures on Share Certificates. Each share certificate shall be signed by (a) the President or a Vice President of the Corporation, and (b) the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer of the Corporation.

Section 6.2. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such stockholder: (a) requests such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond deemed sufficient by the Board of Directors; and (c) satisfies any other reasonable requirements fixed by the Board of Directors.

Section 6.3. Transfer of Shares. Upon surrender to the Corporation or its transfer agent of a certificate for shares, duly endorsed for transfer by the person named in the certificate or by an attorney lawfully constituted in writing, or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall record the transfer of such shares upon its books, issue a new certificate or certificates to the person or persons entitled thereto, and cancel the surrendered certificate.

ARTICLE VII. AMENDMENTS

Section 7.1. Amendment by Stockholders or Board of Directors. These Bylaws may be amended or repealed by a majority vote of the directors, or by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, as the case may be, at any regular or special meeting duly convened after notice to the directors or the stockholders of that purpose.

Section 7.2. Recording Amendments. The text of all amendments to these Bylaws shall be attached hereto, and a notation of the date of its adoption and a notation of whether it was adopted by the directors or the stockholders shall be made in Section 9.2 hereof.

SUNGARD HIGHER EDUCATION MANAGED SERVICES INC.

AMENDED AND RESTATED BYLAWS

PAGE 5 OF 5

ARTICLE VIII. MISCELLANEOUS

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer(s) or other person(s) as the Board of Directors may from time to time designate.

ARTICLE IX. ADOPTION OF BYLAWS AND RECORD OF

AMENDMENTS THERETO

Section 9.1. Adoption and Effective Date. These Amended and Restated Bylaws have been adopted as the Bylaws of the Corporation this 23^rd day of February, 2006, and shall be effective as of said date.

Section 9.2. Amendment of Bylaws.

SECTION AMENDED	DATE AMENDED	MANNER OF ADOPTION
Corporate Name Change From SunGard Higher Education Advancement Inc. to SunGard Higher Education Advancement Inc.	June 30, 2006	Unanimous written consent of the sole stockholder and the board of directors.

EX-3.77

Exhibit 3.77

CERTIFICATE OF FORMATION

OF

SUNGARD ePROCESS INTELLIGENCE LLC

This Certificate of Formation of SunGard eProcess Intelligence LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware (6 Del. C. § 18-101, et seq.).

FIRST: The name of the limited liability company is:

SunGard eProcess Intelligence LLC

SECOND: The address of the registered office of the limited liability company in the State of Delaware is:

c/o The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

THIRD:      The name and address of the registered agent of the limited liability company for service of process on the limited liability company in the State of Delaware is:

The Corporation Trust Company

1209 Orange Street

Wilmington, Delaware 19801

FOURTH: This Certificate of Formation shall become effective at 12:01 a.m. (EDT) on July 1, 2006.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 20^th day of June, 2006.

/s/ Michael J. Ruane                                

Michael J. Ruane, Authorized Person

EX-3.78

Exhibit 3.78

SUNGARD ePROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

RECITALS

THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of SunGard eProcess Intelligence LLC (the “Company”) is entered into as of 12:01 a.m. (EDT) on July 1, 2006 by SunGard Investment Ventures LLC.

WHEREAS, the Company has been formed as a limited liability company pursuant to the Act (as defined below) by the filing of the Certificate of Formation and the Certificate of Conversion, each as defined below.

AGREEMENT

The Member agrees with the Company as follows:

1. DEFINITIONS

For purposes of this Agreement the following terms shall have the following meanings:

“Act” shall mean the Limited Liability Company Act of the State of Delaware (6 Del. C. § 18-101, et seq.) as amended and in effect from time to time.

“Affiliate” shall mean, with respect to any specified Person, any Person that directly or through one or more intermediaries controls or is controlled by or is under common control with the specified Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” shall mean this Limited Liability Company Agreement of the Company, as amended from time to time.

“Capital Contribution” shall mean the amount of cash and the fair market value of any other property contributed to the Company with respect to the Interest held by the Member.

“Certificate of Conversion” shall mean the Certificate of Conversion pursuant to which SunGard eProcess Intelligence Inc., a Delaware corporation, converted into the Company, a Delaware limited liability company, filed on July 1, 2006 with the Secretary of State of the State of Delaware, effective as of 12:01 a.m. (EDT) on July 1, 2006.

“Certificate of Formation” shall mean the Certificate of Formation of the Company filed on July, 2006 with the Secretary of State of the State of Delaware, effective as of 12:01 a.m. (EDT) on July 1, 2006, and any and all amendments thereto and restatements thereof filed on behalf of the Company as permitted hereunder with the office of the Secretary of State of the State of Delaware.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the corresponding provisions of any future federal tax law.

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 2 OF 14

“Company” shall mean the limited liability company formed under and pursuant to the Act and this Agreement.

“Distribution” shall mean the amount of cash and the fair market value of any other property distributed in respect of the Member’s Interest in the Company.

“Fiscal Year” shall mean the fiscal year of the Company which shall end on December 31 in each year or on such other date in each year as the Member shall otherwise elect or as required by the Code.

“Indemnified Party” is defined in Section 10.1.

“Interest” shall mean the entire interest of the Member in the capital and profits of the Company, including the right of the Member to any and all benefits to which the Member may be entitled as provided in this Agreement, together with the obligations of the Member to comply with all the terms and provisions of this Agreement.

“Member” shall mean the Person listed as Member on the signature page to the Agreement and any other Person that both acquires an Interest in the Company and is admitted to the Company as a Member pursuant to this Agreement.

“Person” shall mean an individual, partnership, joint venture, association, corporation, trust, estate, limited liability company, limited liability partnership, or any other legal entity.

“Unit Certificate” is defined in Section 7.2.

“Units” are a measure of the Member’s Interest in the Company.

2. FORMATION AND PURPOSE

2.1. Formation, etc. The Company was formed as a limited liability company pursuant to the Act by the filing of the Certificate of Formation and the Certificate of Conversion. The rights, duties and liabilities of the Member and the Board of Managers shall be determined pursuant to the Act and this Agreement. To the extent that such rights, duties or obligations are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. By execution hereof, the Member is admitted as a member of the Company and shall acquire a limited liability interest in the Company.

2.2. Name. The name of the Company is SunGard eProcess Intelligence LLC. The business of the Company may be conducted under that name or, upon compliance with applicable laws, any other name that the Board of Managers deems appropriate or advisable. The Board of Managers shall file, or shall cause to be filed, any fictitious name certificates and similar filings, and any amendments thereto, that the Board of Managers considers appropriate or advisable.

2.3. Registered Office/Agent. The registered office required to be maintained by the Company in the State of Delaware pursuant to the Act shall initially be: c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The name and address of the registered agent of the Company pursuant to the Act shall initially be The Corporation

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 3 OF 14

Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Company may, upon compliance with the applicable provisions of the Act, change its registered office or registered agent from time to time in the discretion of the Board of Managers.

2.4. Term. The term of the Company shall continue indefinitely unless sooner terminated as provided herein. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Act.

2.5. Purpose. The Company is formed for the purpose of, and the nature of the business to be conducted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any activities necessary, convenient or incidental thereto.

2.6. Specific Powers. Without limiting the generality of Section 2.5, the Company shall have the power and authority to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to or for the furtherance of the purpose set forth in Section 2.5, including, but not limited to, the power:

(a) to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any country, state, territory, district or other jurisdiction, whether domestic or foreign;

(b) to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property;

(c) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, perform and carry out and take any other action with respect to contracts or agreements of any kind, including without limitation leases, licenses, guarantees and other contracts for the benefit of or with any Member or any Affiliate of any Member, without regard to whether such contracts may be deemed necessary, convenient to, or incidental to the accomplishment of the purposes of the Company;

(d) to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, trusts, limited liability companies, or individuals or other Persons or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

(e) to lend money, to invest and reinvest its funds, and to accept real and personal property for the payment of funds so loaned or invested;

(f) to borrow money and issue evidence of indebtedness, and to secure the same by a mortgage, pledge, security interest or other lien on the assets of the Company;

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 4 OF 14

(g) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such proceeds against the payment of contingent liabilities;

(h) to sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name;

(i) to appoint employees, officers, agents and representatives of the Company, and define their duties and fix their compensation;

(j) to indemnify any Person in accordance with the Act and this Agreement;

(k) to cease its activities and cancel its Certificate of Formation; and

(l) to make, execute, acknowledge and file any and all documents or instruments necessary, convenient or incidental to the accomplishment of the purpose of the Company.

2.7. Certificate of Formation. Michael J. Ruane and each officer of the Company are designated as authorized persons within the meaning of the Act to execute, deliver and file the Certificate of Formation, and Michael J. Ruane and such other Persons as may be designated from time to time by the Board of Managers are designated as authorized persons, within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate of Formation and any other certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

2.8. Principal Office. The principal executive office of the Company shall be located at such place within or without the State of Delaware as the Board of Managers shall establish, and the Member may from time to time change the location of the principal executive office of the Company to any place within or without the State of Delaware. The Board of Managers may establish and maintain such additional offices and places of business of the Company, either within or without the State of Delaware, as it deems appropriate.

3. MEMBER; CAPITAL CONTRIBUTIONS

3.1. Member. The name and the business address of the Member of the Company are as follows:

Name	Address
SunGard Investment Ventures LLC	1105 N. Market Street Suite 1412, Wilmington, DE 19801

3.2. Capital Contributions. The Member may make Capital Contributions to the Company for such purposes, at such times and in such amounts as shall be determined by such Member; provided, however, that the Member shall not be obligated to make any Capital Contributions.

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 5 OF 14

3.3. Return of Capital Contributions. The Member shall not have the right to demand a return of all or any part of its Capital Contributions, and any return of the Capital Contributions of the Member shall be made solely from the assets of the Company and only in accordance with the terms of this Agreement. No interest shall be paid to the Member with respect to its Capital Contributions.

4. STATUS AND RIGHTS OF THE MEMBER

4.1. Limited Liability. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member, any member of the Board of Managers nor any other Indemnified Party shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a member of the Board of Managers or an Indemnified Party. All Persons dealing with the Company shall look solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company.

4.2. Return of Distributions of Capital. Except as otherwise expressly required by law, the Member, in its capacity as such, shall have no liability either to the Company or any of its creditors in excess of (a) the amount of its Capital Contributions actually made, (b) any assets and undistributed profits of the Company and (c) to the extent required by law, the amount of any distributions wrongfully distributed to it. Except as required by law or a court of competent jurisdiction, no Member or investor in or partner of a Member shall be obligated by this Agreement to return any Distribution to the Company or pay the amount of any Distribution for the account of the Company or to any creditor of the Company. The amount of any Distribution returned to the Company by or on behalf of the Member or paid by or on behalf of the Member for the account of the Company or to a creditor of the Company shall be added to the account or accounts from which it was subtracted when it was distributed to the Member.

4.3. No Management or Control. The Member shall not take part in or interfere in any manner with the management of the business and affairs of the Company or have any right or authority to act for or bind the Company.

5. ALLOCATIONS; DISTRIBUTIONS

5.1. Allocations. All of the Company’s profits and losses shall be allocated to the Member.

5.2. Distributions. Subject to the requirements of the Act, the amount and timing of all distributions shall be determined by the Board of Managers. Distributions may be made in cash, securities or other property.

5.3. Withholding. The Member hereby authorizes the Company to withhold and pay over any withholding or other taxes payable by the Company as a result of the Member’s status as a Member hereunder.

5.4. Taxation. It is the intent of the Member that, since the Company has a single owner, the Company shall be disregarded as an entity separate from its Member for federal

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 6 OF 14

tax purposes pursuant to Section 7701 of the Code and the Treasury Regulations promulgated thereunder.

6. BOARD OF MANAGERS; MANAGEMENT

6.1. Board of Managers. The Board of Managers initially shall consist of three (3) persons (each such person, along with any other persons appointed from time to time, individually a “Manager” or collectively, the “Managers”). The Member may increase or decrease the number of Managers. Any appointment of a Manager shall be made and any removal of a Manager shall be carried out by a writing signed by the Member. Any such appointment or removal shall be effective upon execution of such writing or as otherwise stated therein.

6.2. Initial Board of Managers. The following individuals will be the initial Managers:

James E. Ashton III

Michael J. Ruane

Victoria E. Silbey

6.3. Tenure. Each Manager shall, unless otherwise provided by law, hold office until such individual is removed, or resigns or dies. Any Manager may be removed by the Member, at any time without giving any reason for such removal. A Manager may resign by written notice to the Company which resignation shall not require acceptance and, unless otherwise specified in the resignation notice, shall be effective upon receipt by the Company. Vacancies in the Board of Managers shall be filled by the Member as provided in Section 6.1 above.

6.4. Meetings. Meetings of the Board of Managers may be held at any time at such places within or without the State of Delaware designated in the notice of the meeting, when called by the Chairman of the Board of Managers, if any, the President or any two Managers acting together, reasonable notice thereof being given to each Manager.

6.5. Notice. It shall be reasonable and sufficient notice to a Manager to send notice by overnight delivery at least forty-eight hours or by facsimile at least twenty-four hours before the meeting addressed to such Manager at such Manager’s usual or last known business or residence address or to give notice to such Manager in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any Manager if a written waiver of notice, executed by such Manager before or after the meeting, is filed with the records of the meeting, or to any Manager who attends the meeting without protesting prior thereto or at its commencement the lack of notice to such Manager. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

6.6. Quorum. Except as may be otherwise provided by law, at any meeting of the Board of Managers a majority of the Managers then in office shall constitute a quorum. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 7 OF 14

6.7. Action by Vote. Except as may be otherwise provided by law, when a quorum is present at any meeting the vote of a majority of the Managers present shall be the act of the Board of Managers.

6.8. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting if all the Managers consent thereto in writing, and such writing or writings are filed with the records of the meetings of the Board of Managers. Such consent shall be treated for all purposes as the act of the Board of Managers.

6.9. Participation in Meetings by Conference Telephone. Managers may participate in a meeting of the Board of Managers by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

6.10. Interested Transactions.

(a) No contract or transaction between the Company and one or more of the Managers or officers, or between the Company and any other company, partnership, association, or other organization in which one or more of the Managers or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(i) The material facts as to such Manager’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers, and the Board of Managers in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Mangers be less than a quorum; or

(ii) The contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board of Managers.

(b) Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Board of Managers which authorizes the contract or transaction.

6.11. Management. The business of the Company shall be managed by a Board of Managers, and the Persons constituting the Board of Managers shall be the “managers” of the Company for all purposes under the Act. The Board of Managers as of the date hereof shall be the Persons set forth in Section 6.2. Thereafter, the Persons constituting the Board of Managers shall be designated by the Member in accordance with Section 6.1. Decisions of the Board of Managers shall be embodied in a vote or resolution adopted in accordance with the procedures set forth in Section 6 hereof. Such decisions shall be decisions of the “managers” of the Company for all purposes of the Act and shall be carried out by any member of the Board of Managers or by officers or agents of the Company designated by the Board of Managers in the vote or resolution in question or in one or more standing votes or resolutions or with the power and authority to do so under Section 6.13. A decision of the

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 8 OF 14

Board of Managers may be amended, modified or repealed in the same manner in which it was adopted or in accordance with the procedures set forth in Section 6 hereof as then in effect, but no such amendment, modification or repeal shall affect any Person who has been furnished a copy of the original vote or resolution, certified by a duly authorized agent of the Company, until such Person has been notified in writing of such amendment, modification or repeal.

6.12. Authority of Board of Managers. Except as otherwise expressly provided in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Board of Managers or Persons designated by the Board of Managers, including officers and agents appointed by the Board of Managers, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company which would otherwise be possessed by the Member under the laws of the State of Delaware and the Member shall have no power whatsoever with respect to the management of the business and affairs of the Company; provided, however, that the consent of the Member shall be required to effect mergers and conversions with other Persons. The power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company, including without limitation, the power and authority to undertake and make decisions concerning: (a) hiring and firing of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, (b) entering into of leases for real or personal property, (c) opening of bank and other deposit accounts and operations thereunder, (d) purchasing, constructing, improving, developing and maintaining of real property, (e) purchasing of insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing of money, obtaining of credit, issuance of notes, debentures, securities, equity or other interests of or in the Company and securing of the obligations undertaken in connection therewith with mortgages on and security interests in all or any portion of the real or personal property of the Company, (g) making of investments in or the acquisition of securities of any Person, (h) giving of guarantees and indemnities, (i) entering into of contracts or agreements whether in the ordinary course of business or otherwise, (j) mergers with (subject to the required consent of the Member described in the preceding sentence) or acquisitions of other Persons, (k) the sale or lease of all or any portion of the assets of the Company, (l) forming subsidiaries or joint ventures, (m) compromising, arbitrating, adjusting and litigating claims in favor of or against the Company and (n) all other acts or activities necessary or desirable for the carrying out of the purposes of the Company including those referred to in Section 2.6.

6.13. Officers: Agents. The Board of Managers by vote or resolution shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 9 OF 14

Officer, President, Chief Financial Officer, Executive Vice President, Senior Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. An officer may be removed at any time with or without cause. The officers of the Company as of the date hereof are set forth on Exhibit 6.13. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Board of Managers, any officer so appointed shall have the same authority to act for the Company as a corresponding officer of a Delaware corporation would have to act for a corporation in the absence of a specific delegation of authority and all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Company may be signed by the Chairman, if any, the President, a Vice President (including any Assistant Vice President) or the Treasurer, Controller, Secretary or Assistant Secretary at the time in office. The Board of Managers, in its sole discretion, may by vote or resolution of the Board of Managers ratify any act previously taken by an officer or agent acting on behalf of the Company.

6.14. Reliance by Third Parties. Any Person dealing with the Company or the Member may rely upon a certificate signed by the Member or a member of the Board of Managers as to: (a) the identity of the Member or the members of the Board of Managers, (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or the Board of Managers or are in any other manner germane to the affairs of the Company, (c) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Company, (d) the authorization of any action taken by or on behalf of the Company by the Member, the Board of Managers or any officer or agent acting on behalf of the Company or (e) any act or failure to act by the Company, the Board of Managers or as to any other matter whatsoever involving the Company or the Member.

7. UNITS; REGISTRATION AND TRANSFER OF INTERESTS

7.1. Units. The Member’s Interest shall be divided into 1,000 Units. The Board of Managers may issue additional Units to any Member in respect of Capital Contributions.

7.2. Unit Certificates; Registration. The Member shall be entitled to a certificate stating the number of Units held by the Member in such form as shall, in conformity with law and this Agreement, be prescribed from time to time by the Board of Managers (a “Unit Certificate”). Such Unit Certificate shall be signed by the President or any Vice President or Assistant Vice President and by the Treasurer, Secretary or an Assistant Secretary of the Company. The Company shall maintain a record of the ownership of the Interest which shall, initially, be as set forth on Exhibit 7.2 and which shall be amended from time to time to reflect transfers of the ownership of the Interest.

7.3. Interest as Securities. The Member’s Interest shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 10 OF 14

Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 8- 101, et seq.) (the “UCC”), such provision of Article 8 of the UCC shall control.

7.4. Transfer of Interests. The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

8. AMENDMENTS TO AGREEMENT

This Agreement may be amended or modified by the Member by a writing executed by the Member. The Member shall cause to be prepared and filed any amendment to the Certificate of Formation that may be required to be filed under the Act as a consequence of any such amendment or modification.

9. DISSOLUTION OF COMPANY

9.1. Events of Dissolution or Liquidation. The Company shall be dissolved and its affairs wound up upon the happening of either of the following events: (a) the written determination of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

9.2. Liquidation. After termination of the business of the Company, a final allocation shall be made pursuant to Section 5.1 and the assets of the Company shall be distributed in the following order of priority:

(a) to creditors of the Company, including the Member if a creditor to the extent permitted by law, in satisfaction of liabilities of the Company (whether by payment thereof or the making of reasonable provision for payment thereof) other than liabilities for distributions to the Member; and then

(b) to the Member.

10. INDEMNIFICATION

10.1. General. The Company shall indemnify, defend, and hold harmless the Member and any director, officer, partner, stockholder, controlling Person or employee of the Member, each member of the Board of Managers and any Person serving at the request of the Company as a director, officer, employee, partner, trustee or independent contractor of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (all of the foregoing Persons being referred to collectively as “Indemnified Parties” and individually as an “Indemnified Party”) from any liability, loss or damage incurred by the Indemnified Party by reason of any act performed or omitted to be performed by the Indemnified Party in connection with the business of the Company and from liabilities or obligations of the Company imposed on such Party by virtue of such Party’s position with the Company, including reasonable attorneys’ fees and costs and any amounts expended in

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 11 OF 14

the settlement of any such claims of liability, loss or damage; provided, however, that if the liability, loss, damage or claim arises out of any action or inaction of an Indemnified Party, indemnification under this Section 10 shall be available only if (a) either (i) the Indemnified Party, at the time of such action or inaction, determined in good faith that its, his or her course of conduct was in, or not opposed to, the best interests of the Company or (ii) in the case of inaction by the Indemnified Party, the Indemnified Party did not intend its, his or her inaction to be harmful or opposed to the best interests of the Company and (b) the action or inaction did not constitute fraud, gross negligence or willful misconduct by the Indemnified Party; provided, further, however, that the indemnification under this Section 10.1 shall be recoverable only from the assets of the Company and not from any assets of the Member. Unless the Board of Managers determines in good faith that the Indemnified Party is unlikely to be entitled to indemnification under this Section 10 the Company shall pay or reimburse reasonable attorneys’ fees of an Indemnified Party as incurred, provided that such Indemnified Party executes an undertaking, with appropriate security if requested by the Board of Managers, to repay the amount so paid or reimbursed in the event that a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled to indemnification under this Section 10. The Company may pay for insurance covering liability of the Indemnified Party for negligence in operation of the Company’s affairs.

10.2. Exculpation. No Indemnified Party shall be liable, in damages or otherwise, to the Company or to the Member for any loss that arises out of any act performed or omitted to be performed by it, him or her pursuant to the authority granted by this Agreement if (a) either (i) the Indemnified Party, at the time of such action or inaction, determined in good faith that such Indemnified Party’s course of conduct was in, or not opposed to, the best interests of the Company or (ii) in the case of inaction by the Indemnified Party, the Indemnified Party did not intend such Indemnified Party’s inaction to be harmful or opposed to the best interests of the Company and (b) the conduct of the Indemnified Party did not constitute fraud, gross negligence or willful misconduct by such Indemnified Party.

10.3. Persons Entitled to Indemnity. Any Person who is within the definition of “Indemnified Party” at the time of any action or inaction in connection with the business of the Company shall be entitled to the benefits of this Section 10 as an “Indemnified Party” with respect thereto, regardless whether such Person continues to be within the definition of “Indemnified Party” at the time of such Indemnified Party’s claim for indemnification or exculpation hereunder.

10.4. Procedure Agreements. The Company may enter into an agreement with any of its officers, employees, consultants, counsel and agents, any member of the Board of Managers or the Member, setting forth procedures consistent with applicable law for implementing the indemnities provided in this Section 10.

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 12 OF 14

11. MISCELLANEOUS

11.1. General. This Agreement: (a) shall be binding upon the legal successors of the Member, (b) shall be governed by and construed in accordance with the laws of the State of Delaware and (c) contains the entire agreement as to the subject matter hereof. The waiver of any of the provisions, terms, or conditions contained in this Agreement shall not be considered as a waiver of any of the other provisions, terms, or conditions hereof.

11.2. Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon personal delivery or receipt (which may be evidenced by a return receipt if sent by registered mail or by signature if delivered by courier or delivery service), addressed to the Member at its address in the records of the Company or otherwise specified by the Member.

11.3. Gender and Number. Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the singular, and all words herein in any gender shall be deemed to include the masculine, feminine and neuter genders.

11.4. Severability. If any provision of this Agreement is determined by a court to be invalid or unenforceable, that determination shall not affect the other provisions hereof, each of which shall be construed and enforced as if the invalid or unenforceable portion were not contained herein. That invalidity or unenforceability shall not affect any valid and enforceable application thereof, and each said provision shall be deemed to be effective, operative, made, entered into or taken in the manner and to the full extent permitted by law.

11.5. Headings. The headings used in this Agreement are used for administrative convenience only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

11.6. No Third Party Rights. Except for the provisions of Section 6.14, the provisions of this Agreement are for the benefit of the Company, the Member and permitted assignees and no other Person, including creditors of the Company, shall have any right or claim against the Company or the Member by reason of this Agreement or any provision hereof or be entitled to enforce any provision of this Agreement.

11.7. IN WITNESS WHEREOF, the Member has executed this Agreement as of the day and year first set forth above.

SUNGARD INVESTMENT VENTURES LLC
By:	/s/ Michael J. Ruane
	Michael J. Ruane, President

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 13 OF 14

Exhibit 6.13

OFFICERS

Name	Office(s)
James E. Ashton III	Group CEO SunGard Trading Treasury & Risk Management
David W. Jeffers	Group CFO SunGard Trading Treasury & Risk Management
Thomas E. King	President
Noga Perry	Executive President, Development
Suzanne Sisolak	Sr. Vice President, Management
Michael Aronow	Vice President & Managing Director, America
Thomas J. McDugall	Vice President-Finance
Adrian Rickard	Vice President & CFO
Mark N. Rudland	Vice President, UK & Central & Southern Europe
Leslie S. Brush	Asst. Vice President & Secretary
Karen M. Mullane	Asst. Vice President & Asst. Secretary
Michael J. Ruane	Asst. Vice President, Asst. Secretary & Treasurer
Victoria E. Silbey	Asst. Vice President & Asst. Secretary
M. Michael Zuckerman	Asst. Vice President & Asst. Secretary

SUNGARD EPROCESS INTELLIGENCE LLC

LIMITED LIABILITY COMPANY AGREEMENT

PAGE 14 OF 14

Exhibit 7.2

REGISTER OF INTERESTS

Holder of Interest	Unit Certificate Number	Units
SunGard Investment Ventures LLC	1	1,000

EX-3.105

Exhibit 3.105

CERTIFICATE OF INCORPORATION

OF

SCT LICENSING CORPORATION

************

FIRST: The name of the corporation is SCT Licensing Corporation.

SECOND: The address of its registered office in Delaware is Suite 200, Jefferson Plaza, 1001 Jefferson Street, Wilmington, New Castle County.

The name of its registered agent at such address is SCT Licensing Corporation.

THIRD: The purpose of the corporation is to engage in any lawful act, or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of capital stock which the corporation shall have authority to issue is 100 shares of common stock, $.10 par value.

FIFTH: The name and address of the incorporator is Peter J. Walsh, Suite 200, Jefferson Plaza, 1001 Jefferson Street, Wilmington, DE 19801.

SIXTH: In addition to the powers conferred under the General Corporation Law, the board of directors shall have power to adopt, amend, or repeal the by-laws of the corporation.

SEVENTH: Subject to any contrary provision of the General Corporation Law, the books of the corporation may be kept at such place or places, within or without the State of Delaware,

as may be designated from time to time by the board of directors or in the by-laws of the corporation.

EIGHTH: The election of directors need not be by written, ballot unless the by-laws of the corporation shall so provide.

NINTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by law, and all rights conferred herein upon stockholders and directors are granted subject to this reservation.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, do make this Certificate for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware; and intending that this be an acknowledgement within the meaning of Section 103 of the General Corporation Law, have executed this document on June 28 1983.

/S/ Peter J. Walsh

Peter J. Walsh, Incorporator

AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

SCT LICENSING CORPORATION

The Certificate of Incorporation of SCT Licensing Corporation is amended by changing. the First and Second Clauses to read as follows:

“FIRST: The name of the corporation is SCT Resource Management Corporation.”

“SECOND: The address of its registered office in Delaware is Suite 200, Jefferson Plaza, 1001 Jefferson Street, Wilmington, New Castle County.

The name of its registered agent at such address is SCT Resource Management Corporation.”

I, THE UNDERSIGNED, being the incorporator of the above-named corporation, do make and file this Amendment to the Certificate of Incorporation pursuant to the provisions of §241 of the General Corporation Law of the State of Delaware and hereby declare and certify that the corporation has not received payment for any of its stock and that the Amendment has been duly adopted in accordance with the provisions of §241; and intending that this be an acknowledgement within the meaning of Section 103 of the General Corporation Law, have executed this document on April 25, 1984.

Peter J. Walsh, Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SCT RESOURCE MANAGEMENT CORPORATION

SCT RESOURCE MANAGEMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, by unanimous written consent of the Board of Directors of SCT RESOURCE MANAGEMENT CORPORATION in lieu of a meeting, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of SCT RESOURCE MANAGEMENT CORPORATION, declaring said amendment to be advisable and calling for said amendment to be put before the stockholders of SCT RESOURCE MANAGEMENT CORPORATION pursuant to Section 228 of the General Corporation Law of the State of Delaware for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of the Corporation be amended by changing the first and second Articles thereof so that, as amended, said Articles shall read as follows:

FIRST: The name of the corporation is SCT Software & Resource Management Corporation.

SECOND: The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware, and the name of its registered agent at such address is The Corporation Trust Company.

SECOND: That thereafter, pursuant to Section 228 of the General Corporation Law of the State of Delaware, the aforesaid resolution was unanimously approved in writing by the stockholders of SCT RESOURCE MANAGEMENT CORPORATION.

THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, SCT RESOURCE MANAGEMENT CORPORATION has caused this certificate to be signed by Michael J. Emmi, its President, and attested by Richard A. Blumenthal, Esquire, its Secretary, this 22nd day of January, 1990.

SCT RESOURCE MANAGEMENT CORPORATION
By:	/S/ Michael Emmi, President

ATTEST:
By:
	Richard A. Blumenthal, Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION to SUNGARD SCT INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard SCT Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said SCT Software & Resource Management Corporation has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 20^th day of February, 2004.

SCT SOFTWARE AND RESOURCE MANAGEMENT CORPORATION
By:	/s/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION to SUNGARD SCT INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of SCT SOFTWARE & RESOURCE MANAGEMENT CORPORATION changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard SCT Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said SCT Software & Resource Management Corporation has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 20^th day of February, 2004.

SCT SOFTWARE AND RESOURCE MANAGEMENT CORPORATION
By:	/s/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

SUNGARD SCT INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board of Directors, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the name of the Corporation shall be changed from SUNGARD SCT INC. to SUNGARD HIGHER EDUCATION INC. by the filing, with the appropriate offices, of an amendment to the Certificate of Incorporation of SUNGARD SCT INC. changing the First Article thereof so that, as amended, said Article shall be and read as follows:

“First: The name of the corporation is: SunGard Higher Education Inc.”

SECOND: That in lieu of a meeting and vote of stockholders, the sole stockholder has given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing with the office of the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the said SunGard SCT Inc. has caused this certificate to be signed by Michael J. Ruane, its Assistant Vice President this 20^th of July, 2006.

SUNGARD SCT INC.
By:	/S/ Michael J. Ruane
	Michael J. Ruane, Assistant Vice President

EX-3.106

Exhibit 3.106

SUNGARD HIGHER EDUCATION INC.

AMENDED AND RESTATED BYLAWS

These Amended and Restated Bylaws are adopted by the Corporation and are supplemental to the Delaware General Corporation Law as the same shall from time to time be in effect.

ARTICLE I. STOCKHOLDERS

Section 1.1. Place of Stockholders’ Meetings. All meetings of the stockholders shall be held at such place or places, inside the State of Delaware, as determined by the Board of Directors from time to time. If necessary, however, the Board of Directors may determine to hold such meetings outside the State of Delaware.

Section 1.2. Annual Stockholders’ Meeting. The annual meeting of the stockholders, for the election of directors and the transaction of other business which is properly brought before such meeting, shall be held in each calendar year, during the month of May, or on such other date, time and place as may be determined by the Board of Directors.

Section 1.3. Special Meetings of Stockholders. Special meetings of the stockholders may be called at any time by the President, or the Board of Directors.

Section 1.4. Absentee Participation in Meetings. Any stockholder may participate in a meeting of the stockholders by use of a conference telephone or a similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 1.5. Designation of Presiding and Recording Officer. At any meeting of the stockholders, the stockholders who are present shall have the right to designate any person, whether or not an officer, director or shareholder, to preside over or record the proceedings of such meeting.

Section 1.6. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II. DIRECTORS

Section 2.1. Number of Directors. The number of directors shall initially be three directors, and thereafter shall be such number as may from time to time be determined by the Board of Directors. However, there shall be at all times at least one and no more than five directors. Directors shall be elected at the annual meeting of stockholders, except that if a vacancy shall occur in the Board of Directors for any reason, the remaining directors may appoint

SunGard Higher Education Inc.

Amended and Restated Bylaws

Page 2 of 5

a person to fill such vacancy. In the event there are no directors in office, application may be made by any officer or stockholder for a special meeting of shareholders to be held to elect new director(s).

Section 2.2. Term of Directors. Each director shall serve until his successor is elected and qualifies, or until his earlier resignation or removal.

Section 2.3. Resignations of Directors. Any director may resign at any time. Such resignation shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

Section 2.4. Compensation of Directors. Unless the Board of Directors otherwise determines, directors shall not be entitled to any compensation for their services as directors. Any director may serve the Corporation in other capacities and be entitled to such compensation therefor as is determined by the Board of Directors.

Section 2.5. Annual Meeting of Directors. An annual meeting of the Board of Directors shall be held in each calendar year immediately following the annual meeting of the stockholders. Notice of such meeting need not be given.

Section 2.6. Special Meetings of Directors. Special meetings of the Board of Directors may be called by the President or a majority of the directors. Any such meeting shall be held at the principal office of the Corporation or at any other place within or without the State of Delaware.

Section 2.7. Notice of Directors’ Meetings. Reasonable notice of meetings of directors shall be in writing and shall be given to each director not less than two days before such meeting. Unless otherwise required by law or these Bylaws, neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 2.8. Committees. In the absence or disqualification of any member of any committee established by the Board of Directors, the members thereof who are present at any meeting of such committee and are not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at such meeting in the place of such absent or disqualified member.

Section 2.9. Absentee Participation in Meetings. Any director may participate in a meeting of the Board of Directors, a meeting of a committee established by the Board of Directors, or a meeting of the stockholders, by use of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

SunGard Higher Education Inc.

Amended and Restated Bylaws

Page 3 of 5

Section 2.10. Designation of Presiding and Recording Officers. At any meeting of the directors, the directors who are present shall have the right to designate any person, whether or not an officer, director or stockholder, to preside over or record the proceedings of such meeting.

Section 2.11. Unanimous Written Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof, may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing, and such written consent is filed with the minutes of the Board.

ARTICLE III. OFFICERS

Section 3.1. Officers. The Corporation shall have a President, Secretary and a Treasurer, and may have one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may from time to time determine.

Section 3.2. Election and Term of Officers. The President, Secretary, and Treasurer of the Corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. All other officers and assistant officers shall be elected by the Board of Directors or appointed by the President at the time, in the manner, and for such term as the Board of Directors or the President, as the case may be, from time to time determines. Each officer and assistant officer shall serve until his successor is duly elected and qualifies, or until he resigns or is removed from office.

Section 3.3. Compensation. Unless otherwise provided by the Board of Directors, the compensation of officers and assistant officers shall be fixed by the President.

Section 3.4. President. The President shall be the chief executive officer of the Corporation, and, subject to the direction and control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation, and shall preside at all meetings of the stockholders and of the Board of Directors. As authorized by the Board of Directors, the President shall execute and seal, or cause to be sealed, all instruments requiring such execution, except to the extent that signing and execution thereof is expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Upon request of the Board of Directors, the President shall report to it all matters which the interests of the Corporation may require be brought to the attention of the Board of Directors.

Section 3.5. Vice President, Secretary, Treasurer, and Assistant Officers. In the absence or disability of the President, the Vice President or Vice Presidents, in the order of their seniority, unless otherwise determined by the Board of Directors, shall perform the duties and exercise the powers of the President. The Secretary shall record the proceedings of all meetings of the stockholders and directors. The Vice President or Vice Presidents, the Secretary, the Treasurer, the Assistant Secretary or Secretaries, and the Assistant Treasurer or Treasurers, shall act under the direction of the President and shall perform all duties which are prescribed by the President or the Board of Directors.

SunGard Higher Education Inc.

Amended and Restated Bylaws

Page 4 of 5

Section 3.6. Vacancies. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

ARTICLE IV. INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

Section 4.1. Indemnification. The Corporation shall indemnify any person who is or was or shall be a director or officer of the Corporation, and may indemnify any person who is or was or shall be an employee or agent of the Corporation, to the full extent permitted by Section 145 and any other relevant provisions of the Delaware General Corporation Law, as amended from time to time.

ARTICLE V. FINANCIAL REPORTS TO STOCKHOLDERS

Section 5.1. No Annual Report Required. The directors of the Corporation shall not be required to send or cause to be sent to the stockholders any annual financial reports.

ARTICLE VI. SHARES OF CAPITAL STOCK

Section 6.1. Signatures on Share Certificates. Each share certificate shall be signed by (a) the President or a Vice President of the Corporation, and (b) the Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer of the Corporation.

Section 6.2. Lost or Destroyed Certificates. Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such stockholder: (a) requests such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond deemed sufficient by the Board of Directors; and (c) satisfies any other reasonable requirements fixed by the Board of Directors.

Section 6.3. Transfer of Shares. Upon surrender to the Corporation or its transfer agent of a certificate for shares, duly endorsed for transfer by the person named in the certificate or by an attorney lawfully constituted in writing, or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall record the transfer of such shares upon its books, issue a new certificate or certificates to the person or persons entitled thereto, and cancel the surrendered certificate.

ARTICLE VII. AMENDMENTS

Section 7.1. Amendment by Stockholders or Board of Directors. These Bylaws may be amended or repealed by a majority vote of the directors, or by the vote of stockholders entitled to cast at least a majority of the votes which all stockholders are entitled to cast thereon, as the case may be, at any regular or special meeting duly convened after notice to the directors or the stockholders of that purpose.

Section 7.2. Recording Amendments. The text of all amendments to these Bylaws shall be attached hereto, and a notation of the date of its adoption and a notation of whether it was adopted by the directors or the stockholders shall be made in Section 9.2 hereof.

SunGard Higher Education Inc.

Amended and Restated Bylaws

Page 5 of 5

ARTICLE VIII. MISCELLANEOUS

Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 8.2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer(s) or other person(s) as the Board of Directors may from time to time designate.

ARTICLE IX. ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS THERETO

Section 9.1. Adoption and Effective Date. These Bylaws have been adopted as the Bylaws of the Corporation this 12^th day of February, 2004, and shall be effective as of said date.

Section 9.2. Amendment of Bylaws.

SECTION AMENDED	DATE AMENDED	MANNER OF ADOPTION
Change of corporate name from Higher Education Software & Resource Management Corporation to SunGard Higher Education Inc.	2/20/2004	Unanimous written consent of the sole stockholder and the board of directors.
Corporate name change from SunGard Higher Education Advancement Inc. to SunGard Higher Education Advancement Inc.	June 30, 2006	Unanimous written consent of the sole stockholder and the board of directors.

EX-5.1

Exhibit 5.1

SIMPSON THACHER & BARTLETT LLP

425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

July 31, 2006

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to SunGard Data Systems Inc., a Delaware corporation (the “Company”), and the subsidiaries of the Company listed on Schedule I hereto (collectively, the “Guarantors”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the registration of an indeterminate amount of (i) the Company’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and the guarantees issued by the Guarantors (the “Senior Guarantees”) with respect to the Senior Notes and (ii) the Company’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”) and the guarantees issued by the Guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) with respect to the Senior Subordinated Notes, in each case to be offered solely for market-making purposes by an affiliate of the Company. The Senior Notes and the Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Guarantors and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Guarantors and the Trustee.

We have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indentures are the valid and legally binding obligations of the Trustee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

1. The Notes constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

2. The Guarantees constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of California, (ii) the laws of the States of Florida or Pennsylvania, (iii) the laws of the State of Massachusetts or (iv) the laws of the State of Utah, we have relied upon (a) the opinion of Sheppard, Mullin, Richter & Hampton LLP, dated the date hereof, (b) the opinion of Blank Rome LLP, dated the date hereof, (c) the opinion of Ropes & Gray LLP, dated the date hereof and (d) the opinion of Snell & Wilmer L.L.P., dated the date hereof, respectively.

We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware General Corporation Law

2

(including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing), the Delaware Limited Liability Company Law and, to the extent set forth herein, the laws of the States of California, Florida, Pennsylvania, Massachusetts and Utah.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP

SIMPSON THACHER & BARTLETT LLP

3

Schedule I

ASC Software Inc.

Assent Software LLC

Automated Securities Clearance LLC

BancWare LLC

Data Technology Services Inc.

Derivatech Risk Solutions Inc.

Exeter Educational Management Systems, Inc.

FDP LLC

Financial Data Planning Corp.

HTE-UCS, Inc.

Inflow LLC

MBM Inc.

MicroHedge LLC

Online Securities Processing Inc.

Plaid Brothers Software, Inc.

Portfolio Ventures Inc.

Prescient Markets Inc.

SIS Europe Holdings Inc.

SRS Development Inc.

SunGard Advisor Technologies Inc.

SunGard Asia Pacific Inc.

SunGard Asset Management Systems LLC

SunGard Availability Services LP

SunGard Availability Services Ltd.

SunGard Bi-Tech LLC

SunGard Business Systems LLC

SunGard Canada Holdings Inc.

SunGard Computer Services LLC

SunGard Consulting Services Inc.

SunGard Corbel LLC

SunGard CSA LLC

SunGard Development Corporation

SunGard DIS Inc.

SunGard Energy Systems Inc.

SunGard eProcess Intelligence LLC

SunGard ERisk Inc.

SunGard Expert Solutions Inc.

SunGard Financial Systems LLC

SunGard Higher Education Advancement Inc.

SunGard Higher Education Inc.

SunGard Higher Education Managed Services Inc.

SunGard HTE Inc.

SunGard Insurance Systems LLC

SunGard Investment Products Inc.

SunGard Investment Systems LLC

SunGard Investment Ventures LLC

SunGard Kiodex Inc.

SunGard NetWork Solutions Inc.

SunGard Pentamation Inc.

SunGard Reference Data Solutions Inc.

SunGard SAS Holdings Inc.

SunGard Securities Finance LLC

SunGard Securities Finance International Inc.

SunGard Shareholder Systems LLC

SunGard Software, Inc.

SunGard Systems International Inc.

SunGard Technology Services LLC

SunGard Trading Systems VAR LLC

SunGard Treasury Systems Inc.

SunGard Trust Systems LLC

SunGard Workflow Solutions LLC

Systems & Computer Technology Corporation

The GetPaid LLC

Trust Tax Services of America, Inc.

Wall Street Concepts Inc.

World Systems Inc.

EX-5.2

Exhibit 5.2

July 31, 2006

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Re: SunGard Data Systems Inc. – Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel in the State of California for Plaid Brothers Software, Inc., a California corporation, SunGard Advisor Technologies Inc., a California corporation, SunGard Corbel LLC, a California limited liability company (“Corbel”), and SunGard Treasury Systems Inc., a California corporation (each, a “Guarantor” and collectively, the “Guarantors”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by SunGard Data Systems Inc., a Delaware corporation (the “Company”), the Guarantors and certain other guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of an indeterminate amount of (i) the Company’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and the guarantees issued by the Guarantors and certain other guarantors (the “Senior Guarantees”) with respect to the Senior Notes, and (ii) the Company’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”) and the guarantees issued by the Guarantors and certain other guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) with respect to the Senior Subordinated Notes, in each case to be offered solely for market-making purposes by an affiliate of the Company. The Senior Notes and the Senior Guarantees have been issued under and pursuant to the Indenture dated as of August 11, 2005 (the “Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Guarantors, certain other guarantors and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under and pursuant to an Indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Guarantors, certain other guarantors and the Trustee.

In connection with this opinion, we have examined the Registration Statement and the Indentures. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing and upon originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents of public officials and of officers and representatives

SunGard Data Systems Inc.

July 31, 2006

Page 2

of the Guarantors, and have made such other investigations, as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.

As used in this opinion, the expressions “to our knowledge” or “known to us” with reference to matters of fact refer to the current actual knowledge of the attorneys within the firm with primary responsibility for the transactions covered by this opinion. Except to the extent expressly set forth herein we have not undertaken any independent investigation to determine the accuracy or completeness of such statement (including without limitation any examination of any records of any court or governmental agency or body, or documents in our files or otherwise made available to us by any Guarantor), and no inference as to the accuracy or completeness of such statement should be drawn from our representation of the Guarantors or our rendering the opinions set forth below.

Based on the foregoing, but subject to the qualifications and limitations expressed below, we are of the opinion that:

1. Each Guarantor other than Corbel (a) has been duly incorporated and is validly existing and in good standing as a corporation under the law of the State of California, and (b) has the corporate power and authority to conduct its business as described in the Registration Statement.

2. Corbel (a) has been duly formed and is validly existing and in good standing as a limited liability company under the law of the State of California, and (b) has the power and authority to conduct its business as described in the Registration Statement.

3. Each of the Indentures has been duly authorized, executed and delivered by the Guarantors party thereto.

4. The issuance of the Guarantees by the Guarantors, and the performance by the Guarantors of the Indentures, will not violate the articles of incorporation or by-laws of any Guarantor other than Corbel, the certificate of formation or operating agreement of Corbel, or any California statute, rule or regulation applicable to any Guarantor or any order known to us issued pursuant to any California statute by any California court or governmental agency or body having jurisdiction over the Guarantors or any of their respective properties.

5. No consent, approval, authorization, order, registration or qualification of or with any California governmental agency or body or, to our knowledge, any California court is required for the issuance of the Guarantees by the Guarantors party thereto or the compliance by the Guarantors with all of the provisions of the Indentures.

SunGard Data Systems Inc.

July 31, 2006

Page 3

The opinions herein expressed are subject to the following qualifications and limitations:

(1) The effect of bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences and equitable subordination.

(2) Limitations imposed by general principles of equity upon the availability of equitable remedies or the enforcement of provisions of the Indentures.

(3) We express no opinion as to the effect on the opinions expressed herein of (i) compliance or non-compliance by any party to the Indentures (in each case, other than the Guarantors) with any laws or regulations applicable to it, or (ii) the legal or regulatory status or the nature of the business of any such party (other than the Guarantors).

In addition to the foregoing qualifications and limitations, we express no opinion as to (1) any federal or state securities laws or regulations, (2) any federal or state tax laws or regulations, (3) any federal or state banking or insurance laws or regulations, (4) any law, rule or regulation relating to patents, trademarks, copyrights or licenses, (5) any pension or employee benefit laws or regulations, (6) any federal or state antitrust or unfair competition laws or regulations, (7) any fraudulent transfer or fraudulent conveyance laws, (8) compliance by any party to either of the Indentures with fiduciary duty requirements; (9) any statutes, ordinances, administrative decisions, rules or regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the state or regional level) or judicial decisions to the extent that they deal with any of the foregoing, (10) any racketeering laws or regulations, (11) any health and safety laws or regulations, (12) any labor laws or regulations, (13) any laws, regulations and policies concerning (i) national or local emergency, (ii) possible judicial deference to acts of sovereign states, and (iii) criminal and civil forfeiture laws, and (14) other state statutes of general application to the extent they provide for criminal prosecution.

We express no opinion as to any law other than California law and the Federal law of the United States of America applicable in the State of California.

Our opinions are rendered as of the date hereof, and we assume no obligation to advise you of changes that may hereafter be brought to our attention. Our opinions are rendered solely for the benefit of the addressees hereof, their successors and assigns in connection with the transactions evidenced by the documents described above. Our opinions may not be relied upon by such addressees, successors or assigns (including any trustee in connection with a securitization) for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent, except that copies of this opinion letter may be furnished to your counsel, Simpson Thacher & Bartlett LLP, which may rely upon the opinions set forth herein as though addressed to it. We hereby consent to the filing of this opinion letter as

SunGard Data Systems Inc.

July 31, 2006

Page 4

Exhibit 5.2 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Sheppard Mullin Richter & Hampton LLP

SHEPPARD MULLIN RICHTER & HAMPTON LLP

EX-5.3

Exhibit 5.3

Phone:	215-569-5500
Fax:	215-569-5555
Email:	www.blankrome.com

July 31, 2006

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as special Florida counsel to SunGard HTE Inc., a Florida corporation (“SunGard HTE”) and HTE-UCS, Inc., a Florida corporation (“HTE-UCS”) (each a “Florida Guarantor” and collectively the “Florida Guarantors”), in connection with (i) the guarantees issued by the Florida Guarantors (the “Senior Guarantees”) relating to the registration by SunGard Data Systems Inc., a Delaware corporation (the “Company”), of an indeterminate amount of the Company’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and (ii) the guarantees issued by the Florida Guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) relating to the registration by the Company of an indeterminate amount of the Company’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”), in each case to be offered solely for the market-making purposes by an affiliate of the Company. The Senior Notes and Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Florida Guarantors, certain other affiliates of the Company, and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Florida Guarantors, certain other affiliates of the Company, and the Trustee (such transactions referred to herein collectively as the “Notes Transactions”).

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be, of (A) the Indentures and (B) the Guarantees whose terms are set forth in each of the Indentures (the Indentures and Guarantees are collectively referred to herein

SunGard Data Systems Inc.

July 31, 2006

Page 2

as the “Notes Documents”); and (ii) originals or photostatic or certified copies of the records, certificates of public officials, certificates of officers of each of the Florida Guarantors, public records and other documents set forth on Exhibit A.

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates listed on Exhibit A attached hereto, and the representations and warranties of all parties made pursuant to or in connection with the Notes Documents, or any thereof. We also have assumed the authenticity of the certificates of government officials referenced on Exhibit A. Our opinion in paragraph 2 is based solely on a review of those state-level Florida statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As special Florida counsel to the Florida Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Documents, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the Florida Guarantors has engaged or its day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the Florida Guarantors in connection with the Notes Documents, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter which has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the Florida Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Documents has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the Florida Guarantors who are party

SunGard Data Systems Inc.

July 31, 2006

Page 3

thereto. The execution, delivery (or issuance, as the case may be) and performance of the Notes Documents by all parties thereto other than the Florida Guarantors who are party thereto have been duly authorized by all requisite action, and each Notes Document is a valid and binding obligation of each party thereto (including each Florida Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

(b) The execution, delivery (or issuance, as the case may be) and performance of the Notes Documents by each party thereto and the consummation by such party of the transactions contemplated thereby do not and will not conflict with or violate and will not cause or result in a violation or breach of: (i) the charter documents of such party, (ii) any law, statute, regulation or rule of any kind by which such party is bound or to which it is subject, (iii) any injunction, judgment, order, decree, ruling, charge or other restriction of a governmental agency or court of law by which such party is bound or to which it is subject (provided, however, that we do not assume that the execution and delivery (or issuance, as the case may be) of the Notes Documents by the Florida Guarantors does not violate any state level statute or regulation of the State of Florida), or (iv) any contracts, instruments, agreements, injunctions, orders or decrees by which such party is bound or to which it is subject.

(c) All factual matters contained in the Notes Documents are true and correct and are not inconsistent with the opinions set forth in this letter.

(d) All signatures on all documents submitted to us for examination are genuine.

(e) All documents submitted to us as originals are authentic, all documents submitted to us as copies (certified or photocopies) conform to the original and the originals of all documents submitted as copies are authentic.

(f) All public records reviewed by us are accurate and complete.

(g) All natural persons who are parties to any of the Notes Documents have the legal capacity to execute, deliver and perform same.

(h) Each party to the Notes Documents is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

The opinions herein are limited to the laws of the State of Florida, and we have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

SunGard Data Systems Inc.

July 31, 2006

Page 4

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Each Florida Guarantor’s execution and delivery (or issuance, as the case may be) of the Notes Documents have been duly authorized by all necessary corporate action on the part of such Florida Guarantor, and each such Notes Document has been duly executed and delivered or issued (as the case may be) by such Florida Guarantor.

2. Except as disclosed in any of the Notes Documents or any of the schedules or exhibits thereto, the issuance of the Guarantees by the Florida Guarantors and the execution and delivery of the Indentures by the Florida Guarantors do not violate any statute or regulation of the State of Florida.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Documents or any of their respective provisions;

(ii) the existence, condition or state of title of, or rights in, any property purported to be owned or held by any of the Florida Guarantors;

(iii) the truth, accuracy or completeness of any representation or warranty made by any Florida Guarantor in any Notes Document or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of any Florida Guarantor to perform any covenant or undertaking in any of the Notes Documents to which it is a party;

(iv) the compliance of any Florida Guarantor or the transactions contemplated by the Notes Documents with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(v) the compliance of any Florida Guarantor or the transactions contemplated by the Notes Documents with: (a) any law of any county, town, municipality or other political subdivision of the State of Florida below the state level; (b) any law or regulation concerning taxation, labor, employee benefits, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning securities, antitrust or unfair competition.

The opinions expressed herein have been issued solely in connection with the closing of the Notes Transactions. We hereby authorize Simpson Thacher & Bartlett LLP to rely

SunGard Data Systems Inc.

July 31, 2006

Page 5

on this Opinion in rendering its opinion of even date herewith in connection with the Notes Transactions. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement on S-1 (the “Registration Statement”) filed by the Company and the Florida Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly yours,

/s/ Blank Rome LLP

Exhibit A

1. The Good Standing Certificate of SunGard HTE issued by the Secretary of the State of Florida on March 28, 2006.

2. The Good Standing Certificate of HTE-UCS issued by the Secretary of the State of Florida on March 28, 2006.

3. The resolutions approved by the board of directors of SunGard HTE on August 11, 2005.

4. The resolutions approved by the board of directors of HTE-UCS on August 11, 2005.

5. The Amended and Restated Articles of Incorporation of SunGard HTE attached as an Exhibit to the Registration Statement on Form S-4 filed by the Company relating to the issuance of the Notes (the “S-4 Registration Statement”).

6. The Articles of Incorporation of HTE-UCS attached as an Exhibit to the S-4 Registration Statement

7. The bylaws of each of the Florida Guarantors attached as Exhibits to the S-4 Registration Statement.

8. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SunGard HTE and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of SunGard HTE, the bylaws of SunGard HTE, and incumbency of certain officers executing the Notes Documents.

9. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of HTE-UCS and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of HTE-UCS, the bylaws of HTE-UCS, and incumbency of certain officers executing the Notes Documents.

Phone:	215-569-5500
Fax:	215-569-5555
Email:	www.blankrome.com

July 31, 2006

SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as special Pennsylvania counsel to SunGard Availability Services LP, a Pennsylvania limited partnership (“SAS”), SunGard Pentamation Inc., a Pennsylvania corporation (“Pentamation”), and SunGard Systems International Inc., a Pennsylvania corporation (“SSI”) (each a “Pennsylvania Guarantor” and collectively the “Pennsylvania Guarantors”) in connection with (i) the guarantees issued by the Pennsylvania Guarantors (the “Senior Guarantees”) relating to the registration by SunGard Data Systems Inc., a Delaware corporation (the “Company”), of an indeterminate amount of the Company’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and (ii) the guarantees issued by the Pennsylvania Guarantors (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”) relating to the registration by the Company of an indeterminate amount of the Company’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”), in each case to be offered solely for market-making purposes by an affiliate of the Company. The Senior Notes and Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Indenture”) among the Company, Solar Capital Corp., a Delaware corporation which merged with and into the Company (“Solar”), the Pennsylvania Guarantors, certain other affiliates of the Company, and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Pennsylvania Guarantors, certain other affiliates of the Company, and the Trustee (such transactions referred to herein collectively as the “Notes Transactions”).

In rendering the opinions herein, we have examined only (i) copies, as executed or issued, as the case may be, of (A) the Indentures and (B) the Guarantees whose terms are set forth in each of the Indentures (the Indentures and Guarantees are collectively referred to herein as the “Notes Documents”); and (ii) originals or photostatic or certified copies of the records, certificates of public officials, certificates of officers of each of the Pennsylvania Guarantors, public records and other documents set forth on Exhibit A.

SunGard Data Systems Inc.

July 31, 2006

Page 2

We have assumed and relied upon, as to matters of fact and mixed questions of law and fact, the truth, accuracy and completeness of all factual matters set forth in the certificates listed on Exhibit A attached hereto, and the representations and warranties of all parties made pursuant to or in connection with the Notes Documents, or any thereof. We also have assumed the authenticity of the certificates of government officials referenced on Exhibit A. Our opinion in paragraph 2 is based solely on a review of those state-level Pennsylvania statutes and regulations which, in our experience, are normally applicable to notes offerings, generally.

As special Pennsylvania counsel to the Pennsylvania Guarantors for purposes of the execution and delivery (or issuance, as the case may be) of the Notes Documents, our services are limited to specific matters referred to us by them. Consequently, we do not have knowledge of many transactions in which any of the Pennsylvania Guarantors has engaged or its day-to-day operations and activities.

Whenever our opinions in this letter, with respect to the existence or absence of facts, are based on our knowledge, it is intended to signify that during the course of our representation of the Pennsylvania Guarantors in connection with the Notes Documents, including our review of the documents as described in this letter above, no information has come to the attention of those attorneys in this law firm who have actively participated in the preparation of this letter which has given them actual knowledge of the existence of any facts to the contrary. However, except for the document review specifically set forth in this letter above, we have not undertaken any independent investigation to determine the existence or absence of any facts material to our opinions herein, and no inference as to our knowledge of the existence or absence of such facts should be drawn from our representation of any of the Pennsylvania Guarantors. In addition, except as specifically described in this letter, we have not made an independent search of the books and records of any entity, or the public records of any jurisdiction.

Our opinions in the numbered paragraphs below are qualified in all respects by the scope of our document examination described above.

In connection with this opinion letter, we have, with your consent, and without any independent investigation, assumed that:

(a) Each of the Notes Documents has been duly executed and delivered (or issued, as the case may be) by all parties thereto other than the Pennsylvania Guarantors who are party thereto. The execution, delivery (or issuance, as the case may be) and performance of the Notes Documents by all parties thereto other than the Pennsylvania Guarantors who are party

SunGard Data Systems Inc.

July 31, 2006

Page 3

thereto have been duly authorized by all requisite action, and each Notes Document is a valid and binding obligation of each party thereto (including each Pennsylvania Guarantor that is a party thereto), and is enforceable against each such party in accordance with its terms.

(b) The execution, delivery (or issuance, as the case may be) and performance of the Notes Documents by each party thereto and the consummation by such party of the transactions contemplated thereby do not and will not conflict with or violate and will not cause or result in a violation or breach of: (i) the charter documents of such party, (ii) any law, statute, regulation or rule of any kind by which such party is bound or to which it is subject, (iii) any injunction, judgment, order, decree, ruling, charge or other restriction of a governmental agency or court of law by which such party is bound or to which it is subject (provided, however, that we do not assume that the execution and delivery (or issuance, as the case may be) of the Notes Documents by the Pennsylvania Guarantors does not violate any state level statute or regulation of the Commonwealth of Pennsylvania), or (iv) any contracts, instruments, agreements, injunctions, orders or decrees by which such party is bound or to which it is subject.

(c) All factual matters contained in the Notes Documents are true and correct and are not inconsistent with the opinions set forth in this letter.

(d) All signatures on all documents submitted to us for examination are genuine.

(e) All documents submitted to us as originals are authentic, all documents submitted to us as copies (certified or photocopies) conform to the original, and the originals of all documents submitted as copies are authentic.

(f) All public records reviewed by us are accurate and complete.

(g) All natural persons who are parties to any of the Notes Documents have the legal capacity to execute, deliver and perform same.

(h) Each party to the Notes Documents is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.

The opinions herein are limited to the laws of the Commonwealth of Pennsylvania, and we have made no investigation of the laws of any other jurisdiction (including the laws of the United States) and express no opinion as to the laws of any such other jurisdiction within or outside the United States. In rendering the opinions in this letter, we have assumed compliance with all such other laws.

SunGard Data Systems Inc.

July 31, 2006

Page 4

Based solely upon and subject to the qualifications, assumptions, exceptions and limitations heretofore and hereafter set forth, it is our opinion that:

1. Each Pennsylvania Guarantor’s execution and delivery (or issuance, as the case may be) of the Notes Documents have been duly authorized by all necessary corporate or limited partnership action, as applicable, on the part of such Pennsylvania Guarantor, and each such Notes Document has been duly executed and delivered or issued (as the case may be) by such Pennsylvania Guarantor.

2. Except as disclosed in any of the Notes Documents or any of the schedules or exhibits thereto, the issuance of the Guarantees by the Pennsylvania Guarantors and the execution and delivery of the Indentures by the Pennsylvania Guarantors do not violate any statute or regulation of the Commonwealth of Pennsylvania.

Anything in this letter to the contrary notwithstanding, we express no opinion whatsoever regarding the following:

(i) the validity, binding nature or enforceability of any of the Notes Documents or any of their respective provisions;

(ii) the existence, condition or state of title of, or rights in, any property purported to be owned or held by any of the Pennsylvania Guarantors;

(iii) the truth, accuracy or completeness of any representation or warranty made by any Pennsylvania Guarantor in any Notes Document or any other agreement, document or instrument reviewed by us in connection with this letter or the ability of any Pennsylvania Guarantor to perform any covenant or undertaking in any of the Notes Documents to which it is a party;

(iv) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Documents with environmental laws or zoning, subdivision, land use, building or any other local laws, codes, regulations, ordinances or similar requirements; or

(v) the compliance of any Pennsylvania Guarantor or the transactions contemplated by the Notes Documents with: (a) any law of any county, town, municipality or other political subdivision of the Commonwealth of Pennsylvania below the state level; (b) any law or regulation concerning taxation, labor, employee benefits, health care, patents, trademarks or copyrights; or (c) any law or regulation concerning securities, antitrust or unfair competition.

The opinions expressed herein have been issued solely in connection with the closing of the Notes Transactions. We hereby authorize Simpson Thacher & Bartlett LLP to rely

SunGard Data Systems Inc.

July 31, 2006

Page 5

on this Opinion in rendering its opinion of even date herewith in connection with the Notes Transactions. The opinions expressed herein are strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein. This opinion letter is not a guarantee and should not be construed or relied on as such.

We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the Registration Statement on S-1 (the “Registration Statement”) filed by the Company and the Pennsylvania Guarantors with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

The opinions expressed herein are issued as of the date of this letter, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may occur hereafter.

Very truly ours,

/s/ Blank Rome LLP            

Exhibit A

1. The Subsistence Certificate of SAS issued by the Secretary of the Commonwealth of Pennsylvania on April 2, 2006.

2. The Subsistence Certificate of Pentamation issued by the Secretary of the Commonwealth of Pennsylvania on April 2, 2006.

3. The Subsistence certificate of SSI issued by the Secretary of the Commonwealth of Pennsylvania on April 2, 2006.

4. The resolutions approved by the board of directors of SunGard Technology Services Inc. (“STS”), as the general partner of SAS, on August 11, 2005.

5. The resolutions approved by the board of directors of Pentamation on August 11, 2005.

6. The resolutions approved by the board of directors of SSI on August 11, 2005.

7. The Certificate of Limited Partnership of SAS attached as an Exhibit to the Registration Statement on Form S-4 filed by the Company relating to the issuance of the Notes (the “S-4 Registration Statement”).

8. The Articles of Incorporation of Pentamation attached as an Exhibit to the S-4 Registration Statement.

9. The Articles of Incorporation of SSI attached as an Exhibit to the S-4 Registration Statement.

10. The bylaws of SSI and Pentamation attached as Exhibits to the S-4 Registration Agreement.

11. The Agreement of Limited Partnership of SAS attached as an Exhibit to the S-4 Registration Agreement.

12. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SAS, and attaching and certifying as to, among other things, the resolutions (of the Board of Directors of STS) authorizing the transactions under the Notes Documents, the Certificate of Limited Partnership of SAS, the Agreement of Limited Partnership of SAS, and incumbency of certain officers executing the Notes Documents.

13. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of Pentamation and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of Pentamation, the bylaws of Pentamation, and incumbency of certain officers executing the Notes Documents.

14. The Secretary’s Certificate dated August 11, 2005 signed by the Secretary of SSI and attaching and certifying as to, among other things, the resolutions authorizing the transactions under the Notes Documents, the Articles of Incorporation of SSI, the bylaws of SSI, and incumbency of certain officers executing the Notes Documents.

EX-5.4

Exhibit 5.4

July 31, 2006

Exeter Educational Management Systems, Inc.

Trust Tax Services of America, Inc.

c/o SunGard Data Systems Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as counsel to Exeter Educational Management Systems, Inc., a Massachusetts corporation (“Exeter”), and Trust Tax Services of America, Inc., a Massachusetts corporation (“Trust Tax Services” and together with Exeter, collectively, the “Massachusetts Guarantors”), in connection with the registration by SunGard Data Systems Inc., a Delaware corporation (“SunGard”), of an indeterminate amount of (i) SunGard’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and the guarantees issued by the Massachusetts Guarantors (the “Senior Guarantees”) with respect to the Senior Notes, and (ii) SunGard’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes”) and the guarantees issued by the Massachusetts Guarantors with respect to the Senior Subordinated Notes (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”), in each case registered under the Securities Act of 1933, as amended (the “Securities Act”) and in each case to be offered solely for market-making purposes by an affiliate of SunGard (the “Registration”).

The Senior Notes and the Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Indenture”) among SunGard, Solar Capital Corp., a Delaware corporation which merged with and into SunGard (“Solar”), the Massachusetts Guarantors, the other guarantors under the Senior Indenture (together with the Massachusetts Guarantors, the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”). The terms of the Senior Guarantees are contained in the Senior Indenture. The Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among the Company, Solar, the Guarantors and the Trustee. The terms of the Senior Subordinated Guarantees are contained in the Senior Subordinated Indenture. This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined and relied upon the information set forth in the Registration Statement on Form S-1, as amended (the “Registration Statement”) filed by SunGard and the Guarantors with the Securities and Exchange Commission (the “Commission”) relating to the Registration and

Exeter Educational Management Systems, Inc.
Trust Tax Services of America, Inc.	July 31, 2006

such other records, agreements, certificates and documents, and have made such other and further investigations, as we have deemed necessary as a basis for the opinions expressed herein. As to questions of fact not independently verified by us, we have relied upon certificates of public officials and officers of the Massachusetts Guarantors.

We express no opinion as to the laws of any jurisdiction other than those of the Commonwealth of Massachusetts and the federal laws of the United States of America.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. Each of the Indentures has been duly authorized by each of the Massachusetts Guarantors.

2. Each of the Guarantees by each Massachusetts Guarantor has been duly authorized by such Massachusetts Guarantor.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. We understand and agree that Simpson Thacher & Bartlett LLP may rely upon this opinion as if it were an addressee hereof for the purpose of providing the opinion to be delivered by such firm in connection with the Registration Statement.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

- 2 -

EX-5.5

Exhibit 5.5

July 31, 2006

SunGard Data Systems, Inc.

680 East Swedesford Road

Wayne, Pennsylvania 19087

Ladies and Gentlemen:

We have acted as special Utah counsel to SunGard Expert Solutions Inc., a Utah corporation (the “Company”) and a subsidiary of SunGard Data Systems Inc. (“SunGard”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by SunGard, the Company and certain other subsidiary guarantors of SunGard (together with the Company, the “Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to certain of (i) SunGard’s 9 ¹/8% Senior Notes due 2013 (the “Senior Fixed Rate Notes”) and Senior Floating Rate Notes due 2013 (the “Senior Floating Rate Notes” and, together with the Senior Fixed Rate Notes, the “Senior Notes”) and the guarantees issued by the Guarantors with respect to the Senior Notes (the “Senior Guarantees”), and (ii) SunGard’s 10 ¹/4% Senior Subordinated Notes due 2015 (the “Senior Subordinated Notes” and, together with the Senior Notes, the “Notes”) and the guarantees issued by the Guarantors with respect to the Senior Subordinated Notes (the “Senior Subordinated Guarantees” and, together with the Senior Guarantees, the “Guarantees”). The Senior Notes and the Senior Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Indenture”) among SunGard, Solar Capital Corp., a Delaware corporation which merged with and into SunGard (“Solar”), the Guarantors and The Bank of New York, as trustee (the “Trustee”), and the Senior Subordinated Notes and the Senior Subordinated Guarantees have been issued under an indenture dated as of August 11, 2005 (the “Senior Subordinated Indenture” and, together with the Senior Indenture, the “Indentures”) among SunGard, Solar, the Guarantors and the Trustee.

For purposes of this letter, we have examined such questions of law as we have deemed necessary and appropriate and have also examined the following documents and instruments:

1. the Senior Indenture;

2. the Senior Subordinated Indenture;

3. the form of Global Notes (as defined in the Senior Indenture) representing the Senior Notes;

SunGard Data Systems, Inc.

July 31, 2006

Page 2

4. the form of Global Notes (as defined in the Senior Subordinated Indenture) representing the Senior Subordinated Notes; and

5. the Guarantees whose terms are set forth in each of the Indentures.

The Indentures and the Guarantees are referred to collectively in this letter as the “Transaction Documents.”

We have further examined:

A.     A certified copy of the Articles of Incorporation of the Company, including (i) the Amended and Restated Articles of Incorporation as filed with the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) on February 18, 1999 (and reflecting the Company’s original name of “Sterling Wentworth Corporation”), and (ii) Articles of Amendment, as filed with the Division on December 11, 2000, changing the name of the Company from “Sterling Wentworth Corporation” to “SunGard Expert Solutions Inc.” (as amended, the “Articles”), and the Amended and Restated Bylaws of the Company, dated February 17, 1999 (as amended, the “Bylaws”);

B.     A Certificate of Existence issued by the Division as of July 31, 2006, with respect to the Company, indicating that as of such date the Company was in good standing in the State of Utah (the “Certificate of Existence”);

C.     The written consent of the Company’s Board of Directors, dated August 11, 2005, approving the Transaction Documents (the “Board Consent”);

D.     A Certificate executed by the Secretary of the Company, dated August 11, 2005 (the “Secretary’s Certificate”); and

E.     A Certificate executed by an officer of the Company, dated July 31, 2006 (the “Bring- Down Certificate”).

The opinions set forth in this letter, as they relate to specific documents, relate to the specified documents and do not extend to documents, agreements, or instruments referred to in those documents (even if incorporated therein by reference) that are not expressly identified in this letter as having been examined by us.

The Transaction Documents purport to be governed by and construed in accordance with the laws of the State of New York. The opinions expressed herein are based and are limited to the laws of the State of Utah. Although some of our partners or attorneys are admitted to practice law in states other than the State of Utah, we have made no independent investigation of the laws of any state other than the State of Utah, and we do not purport to express any opinion concerning the laws of any state other than the State of Utah.

SunGard Data Systems, Inc.

July 31, 2006

Page 3

Based upon the foregoing, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, it is our opinion that:

1.     The Company is a corporation validly existing and in good standing under the laws of the State of Utah.

2.     The execution and delivery (or issuance as the case may be) and performance of each of the Transaction Documents to which the Company is a party have been duly authorized by the Company, and each such Transaction Document has been duly executed and delivered (or issued, as the case may be) by the Company. The Company has the corporate power to own, pledge, mortgage and operate its properties, to lease any properties it operates under lease, and to execute and deliver (or issue, as the case may be) and perform its obligations under, each of the Transaction Documents to which it is a party.

3.     Neither the execution and delivery (or issuance, as the case may be) by the Company of the Transaction Documents to which it is a party, nor the performance by the Company of its obligations thereunder in accordance with the terms thereof: (i) violates any provision of the Company’s Articles or Bylaws; (ii) violates any Utah laws or regulations applicable to the Company or any order known to us issued pursuant to any Utah statute by any court or governmental agency or body having jurisdiction over the Company or any of its properties; or (iii) requires the consent or approval of, or any filing or registration with, any State of Utah governmental authority or, to our knowledge, any Utah court other than those which have been obtained.

In rendering the foregoing opinions, we have assumed, with your consent:

(a)     The genuineness of the signatures not witnessed;

(b)     The authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies;

(c)     The legal capacity of all natural persons who executed the Transaction Documents, the Secretary’s Certificate, and the Bring-Down Certificate;

(d)     The Articles as filed with the Division are the actual and current articles of incorporation of the Company, and none of the Articles, Bylaws or the Board Consent have been amended, modified, rescinded or superseded; and

(e)     The Transaction Documents accurately describe and contain the understandings of each and every party thereto, and there are no oral or written statements or agreements by any of the parties to the Transaction Documents that modify, amend, or vary, or purport to modify, amend, or vary, any of the terms of the Transaction Documents.

SunGard Data Systems, Inc.

July 31, 2006

Page 4

The opinions set forth above are subject to the following qualifications, comments and limitations:

(i)     This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this letter are based upon the law in effect, and factual matters as they exist, on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by any legislative action, judicial decision or otherwise.

(ii)     To the extent that the any of the Transaction Documents are incomplete, contain blanks, or refer to other agreements or documents, we express no opinion as to what effect, if any, such incomplete matters, blanks, or other items may have on the matters covered by this letter. In addition, to the extent that the Transaction Documents refer to or incorporate by reference any other document or item, we express no opinion as to such other document or item or as to the effect, if any, such reference or incorporations by reference may have on the matters covered by this letter.

(iii)     We express no opinion (a) on the accuracy of any representation or warranty or the accuracy of any calculations, descriptions, or facts in the Transaction Documents or in any exhibit or schedule thereto or in any document referenced therein or related thereto; (b) regarding the content or adequacy of disclosures with respect to the Transaction Documents and the transactions contemplated thereby; (c) as to compliance with any federal or state securities laws or regulations; (d) as to the tax or accounting effects of, or the characterization of, the Transaction Documents or the transactions contemplated thereby; or (e) as to any disclosure or reporting obligations of the Company or any of the Other Parities and their respective participants, agents, successors and assigns with respect to the transactions contemplated by the Transaction Documents.

(iv)     Our opinion at Paragraph 1 is based solely upon the Certificate of Existence.

(v)      Our opinion at Paragraph 2 is based solely upon our review of the Articles, Bylaws, the Board Consent, the Secretary’s Certificate and the Bring-Down Certificate.

(vi)     The phrases “to our knowledge” and “known to us” appearing in the opinion set forth in Paragraph 3 means that the attorneys in our firm who have performed substantive services for the Company in connection with the Transaction Documents have not during the course of such representation received actual knowledge of any information which is contrary to the matters set forth in such opinion. We have made no inquiry outside such attorneys and have undertaken no independent inquiry of facts except as set forth herein and except to obtain the Secretary’s Certificate. We also note that our representation of the Company has been limited to specific transactions and that there may exist facts material hereto of which we have no knowledge.

SunGard Data Systems, Inc.

July 31, 2006

Page 5

(vii)     Our opinion set forth in Paragraph 3, insofar as the matters set forth in such opinion concern Utah courts, is based solely upon our review of the results of an electronic search of the records available from: (1) Utah Courts Information Xchange for the Utah Third District Court, and (2) the U.S. District Court PACER for the District of Utah, which include certain appellate, bankruptcy and civil filings. Such search was conducted solely with respect to the name “SunGard Expert Solutions Inc.” for the period between December 16, 1999 and July 28, 2006.

This Opinion Letter is rendered solely to SunGard, and its permitted successors and assigns, and solely in connection with the Transaction Documents and the transactions contemplated thereby, and may not be relied upon by SunGard, its successors and assigns, or by any other person for any other purpose; provided, however, that this opinion may be relied upon by Simpson Thacher & Bartlett LLP in connection with the Transaction Documents and the transactions contemplated thereby. This opinion letter is not to be referred to, or quoted in, any document, report, or financial statement or filed with, or delivered to, any governmental agency or any other person or entity without our prior written consent; except that we consent to the filing of this opinion letter as Exhibit 5.5 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement.

Very truly yours,

/s/ Snell & Wilmer L.L.P.

SNELL & WILMER L.L.P.

CORRESP

SEC Letter