S-1/A 1 ds1a.htm SUNGARD DATA SYSTEMS, INC. AMENDMENT NO.1 SunGard Data Systems, Inc. Amendment No.1

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
2
nd 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.

 

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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

 

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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.

 

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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.

 

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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.

 

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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)).

 

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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)).

 

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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)).

 

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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