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þ  Preliminary Proxy Statement
o  Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o  Definitive Proxy Statement
o  Definitive Additional Materials
o  Soliciting Material Pursuant to § 240.14a-12

o	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)	Title of each class of securities to which transaction applies:

(2)	Aggregate number of securities to which transaction applies:

(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)	Proposed maximum aggregate value of transaction:

(5)	Total fee paid:

þ	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:

(2)	Form, Schedule or Registration Statement No.:

(3)	Filing Party:

(4)	Date Filed:

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	Sincerely,
	William C. Stone
	Chairman of the Board

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	1. To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 28, 2005, as amended on August 25, 2005, by and among Sunshine Acquisition Corporation, Sunshine Merger Corporation and SS&C Technologies, Inc.;
	2. To approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the meeting to adopt the merger agreement; and
	3. To transact such other business as may properly come before the special meeting or any adjournment or postponement thereof, including to consider any procedural matters incident to the conduct of the special meeting.

	By Order of the Board of Directors,
	William C. Stone
	Chairman of the Board

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SUMMARY TERM SHEET				1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER				12
SPECIAL FACTORS				16
	Background of the Merger			16
	Reasons for the Merger and Recommendation of the Independent Committee and the Board of Directors			22
	Opinion of Financial Advisor to the Independent Committee			26
	Position of William C. Stone as to Fairness			33
	Position of Sunshine Acquisition Corporation and Merger Co as to Fairness			34
	Purposes, Reasons and Plans for SS&C After the Merger			36
	Certain Effects of the Merger			37
	Effects on SS&C if the Merger is Not Completed			39
	Delisting and Deregistration of SS&C Common Stock			40
	Financing			40
	Guarantee; Damages			43
	Interests of Certain Persons in the Merger			43
	Fees and Expenses of the Merger			48
	Litigation Related to the Merger			48
	Certain Projections			49
	Voting Agreement			50
REGULATORY MATTERS				51
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES				51
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS				53
THE SPECIAL MEETING OF SS&C STOCKHOLDERS				54
	Date, Time, Place and Purpose of the Special Meeting			54
	Record Date; Quorum			55
	Vote Required			55
	Voting by Directors and Executive Officers			56
	Voting			56
	Revocability of Proxies			56
	Solicitation of Proxies			56
	Other Business			57
THE MERGER AGREEMENT (PROPOSAL 1)				57
	Form of the Merger			57
	Structure			57
	Effective Time			58
	Certificate of Incorporation and Bylaws			58
	Board of Directors and Officers of the Surviving Corporation			58
	Consideration to be Received in the Merger			58
	Payment Procedures			59
	Stock Options and Warrants			59
	Representations and Warranties			59
	Covenants Relating to the Conduct of Our Business			62
	No Solicitation			63

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	Stockholders Meeting			66
	Indemnification and Insurance			66
	Benefit Arrangements			66
	Conditions to the Merger			67
	Termination of the Merger Agreement			68
	Termination Fees			69
	Amendment			70
APPRAISAL RIGHTS				70
MARKET PRICE AND DIVIDEND DATA				74
SELECTED FINANCIAL INFORMATION				75
RATIO OF EARNINGS TO FIXED CHARGES				76
INFORMATION REGARDING TRANSACTION PARTICIPANTS				76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT				78
TRANSACTIONS IN SHARES OF COMMON STOCK				80
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS				80
DIRECTORS AND EXECUTIVE OFFICERS OF SS&C				81
DESCRIPTION OF SS&C TECHNOLOGIES, INC				83
DESCRIPTION OF SUNSHINE ACQUISITION CORPORATION				83
DESCRIPTION OF SUNSHINE MERGER CORPORATION				83
ADJOURNMENT OR POSTPONEMENT OF THE SPECIAL MEETING (PROPOSAL 2)				83
FUTURE STOCKHOLDER PROPOSALS				84
HOUSEHOLDING OF SPECIAL MEETING MATERIALS				84
WHERE YOU CAN FIND MORE INFORMATION				84
	Incorporation by Reference			84
ANNEX A — Agreement and Plan of Merger, dated as of July 28, 2005, as amended August 25, 2005, by and among Sunshine Acquisition Corporation, Sunshine Merger Corporation and SS&C Technologies, Inc.				A-1
ANNEX B — Opinion of SunTrust Robinson Humphrey				B-1
ANNEX C — Section 262 of the General Corporation Law of the State of Delaware				C-1

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•	The Companies

	SS&C Technologies, Inc.
	80 Lamberton Road
	Windsor, Connecticut 06095
	(860) 298-4500

	Sunshine Acquisition Corporation
	c/o The Carlyle Group
	101 South Tryon Street, 25th Floor
	Charlotte, North Carolina 28280
	(704) 632-0200

	Sunshine Merger Corporation
	c/o The Carlyle Group
	101 South Tryon Street, 25th Floor
	Charlotte, North Carolina 28280
	(704) 632-0200

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•	The Filing Persons

*	Reflects beneficial ownership as of July 31, 2005, including any shares that the person has the right to acquire either as of July 31, 2005 or within the 60-day period following July 31, 2005 through the exercise of any stock option or other right.

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**

Reflects, on a fully diluted basis, the percentage of the outstanding equity of Sunshine Acquisition Corporation that will be held by each person, assuming that none of the options to purchase shares of SS&C’s common stock held by SS&C’s executive officers are exercised prior to the effective time of the merger; does not reflect the options to purchase shares of Sunshine Acquisition Corporation to be awarded to SS&C’s executive officers, which options are expected to represent approximately 4.9% of the outstanding equity of Sunshine Acquisition Corporation on a fully diluted basis.

•	The Special Meeting

	Date, Time and Place (page 54)

	Matters to be Considered (pages 54 and 55)

	Recommendation of Independent Committee to Board of Directors (page 22)

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	Record Date (page 55)

	Required Vote (page 55)

	Voting by Proxy (page 56)

	Revocability of Proxy (page 56)

	•	submitting another properly completed proxy bearing a later date;
	•	giving written notice of revocation to any of the persons named as proxies or to the Secretary of SS&C; or
	•	voting in person at the special meeting.

	Structure of the Merger (page 57)

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	What You Will Receive in the Merger (page 58)

	Recommendation to Stockholders (page 22)

	Opinion of Financial Advisor to the Independent Committee (page 26)

	Financing (page 40)

	•	Equity Financing. Sunshine Acquisition Corporation has received an equity commitment letter from Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., investment funds affiliated with The Carlyle Group, which we refer to herein as the Carlyle Funds, pursuant to which the Carlyle Funds have agreed to capitalize Sunshine Acquisition Corporation with an aggregate equity contribution of up to $380 million.
	•	Debt Financing. Sunshine Acquisition Corporation and Merger Co have received a debt commitment letter from JPMorgan Chase Bank, N.A., which we refer to as JPMCB, J.P. Morgan Securities Inc., which we refer to as JPMorgan, Wachovia Bank, National Association, which we

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		refer to as Wachovia Bank, Wachovia Investment Holdings, LLC, which we refer to as Wachovia Investment Holdings, Wachovia Capital Markets, LLC, which we refer to as Wachovia Capital Markets, Bank of America, N.A., which we refer to as Bank of America, Banc of America Bridge LLC, which we refer to as Banc of America Bridge, and Banc of America Securities LLC, which we refer to as BAS, and, together with JPMorgan, JPMCB, Wachovia Bank, Wachovia Investment Holdings, Wachovia Capital Markets, Bank of America and Banc of America Bridge, the Debt Financing Sources, to provide (a) up to $350 million of senior secured credit facilities and (b) up to $205 million of unsecured senior subordinated loans under a bridge facility.

	Voting Agreement, Contribution and Subscription Agreement and Shares of Our Common Stock Owned by Our Directors and Executive Officers (pages 44-47 and 50)

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	Conditions to the Merger (page 67)

	•	the adoption of the merger agreement by our stockholders;
	•	the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, which early termination was granted effective August 19, 2005, and any applicable foreign antitrust or competition laws;
	•	no injunction, order, decree or ruling of a governmental authority of competent jurisdiction prohibiting the consummation of the merger;
	•	any approval of any governmental authority or waiting periods under applicable law having been obtained or having expired (without the imposition of any material condition);
	•	each party’s representations and warranties under the merger agreement being true and correct at the effective time of the merger (ignoring materiality and material adverse effect qualifiers therein), with only such exceptions as, individually or in the aggregate, have not had or would not reasonably be expected to have a material adverse effect on us, as the case may be (except that our representations and warranties as to corporate authorization and capitalization must be true and correct in all material respects);
	•	each party having performed or complied in all material respects with all agreements and covenants required by the merger agreement to be performed or complied with by it on or prior to the effective time of the merger;
	•	our having obtained consents of specified third parties in connection with the merger;
	•	the receipt by the parties to the merger agreement of the proceeds of the debt financing on the terms and conditions set forth in the debt commitment letter with the Debt Financing Sources, or the receipt of proceeds of alternate debt financing in the same amount and on terms and conditions no less favorable to Sunshine Acquisition Corporation and Merger Co than those included in the debt commitment letter;
	•	the absence of any material adverse effect on us since July 28, 2005; and
	•	the holders of not more than 10% of the shares of our common stock outstanding immediately prior to the effective time of the merger that are entitled to appraisal of such shares under Section 262 of the General Corporation Law of the State of Delaware having properly delivered and not withdrawn demands for the appraisal of such shares that are eligible for appraisal under Section 262.

	No Solicitation (page 63)

	•	solicit, initiate or knowingly encourage any inquiry or any proposal or offer that is, or could reasonably be expected to lead to, an acquisition proposal;
	•	have discussions or participate in any negotiations regarding an acquisition proposal;
	•	execute or enter into any agreements or arrangements with respect to an acquisition proposal; or
	•	take any action to exempt any person from the restrictions on business combinations contained in Section 203 of the General Corporation Law of the State of Delaware.

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	•	after giving notice to Sunshine Acquisition Corporation, furnishing information with respect to SS&C to the third party who made the acquisition proposal pursuant to a confidentiality agreement on terms no more favorable to the third party than those contained in the confidentiality agreement entered into with Carlyle; provided that all such information has previously been provided to Sunshine Acquisition Corporation or is provided to Sunshine Acquisition Corporation substantially concurrently with the time it is provided to such third party; and
	•	participating in discussions and negotiations regarding such acquisition proposal.

	Termination of the Merger Agreement (page 68)

	•	by mutual written consent of Sunshine Acquisition Corporation and us;
	•	by either Sunshine Acquisition Corporation or us if the effective time shall not have occurred on or before January 31, 2006; provided, however, that the right to terminate the merger agreement shall not be available to the party whose failure to fulfill any obligation under the merger agreement has been the cause of, or resulted in, the failure of the effective time to occur on or before such date;
	•	by either Sunshine Acquisition Corporation or us if any court or governmental agency enacts, issues, promulgates, enforces or enters any injunction, order, decree or ruling or takes any other action (including the failure to take an action) which, in either such case, has become final and non-appealable and has the effect of making consummation of the merger illegal or otherwise preventing or prohibiting consummation of the merger;
	•	by Sunshine Acquisition Corporation if (1) any of our representations and warranties in the merger agreement are or become untrue or inaccurate, or (2) we breach any of our covenants or agreements in the merger agreement, and, in either such case, we cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to us;
	•	by us if (1) any of the representations and warranties of either Sunshine Acquisition Corporation or Merger Co in the merger agreement are or become untrue or inaccurate, or (2) Sunshine Acquisition Corporation or Merger Co breach any of their respective covenants or agreements in the merger agreement, and, in either such case, Sunshine Acquisition Corporation or Merger Co cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to Sunshine Acquisition Corporation or Merger Co, as applicable;
	•	by either Sunshine Acquisition Corporation or us if the merger agreement fails to receive stockholder approval;
	•	by Sunshine Acquisition Corporation if our board of directors or the independent committee (1) changes its recommendation concerning the merger, (2) takes any position contemplated by Rule 14e-2(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, with respect to any acquisition proposal other than recommending rejection of such acquisition proposal, or (3) fails to include in this proxy statement its recommendation that stockholders adopt and approve the merger agreement and the merger; and

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	•	by us, if our board or the independent committee approves a superior proposal or recommends a superior proposal to our stockholders, provided, that prior to any such termination:

	—	the superior proposal did not result from a breach by us of the no solicitation provisions of the merger agreement;
	—	our board or the independent committee provides prior written notice to Sunshine Acquisition Corporation that we are prepared to terminate the merger agreement to enter into an agreement with respect to a superior proposal, which shall attach the most current version of any written agreement relating to the transaction that constitutes a superior proposal, the identity of the party making the proposal and any other material terms and conditions thereof;
	—	Sunshine Acquisition Corporation does not make, within two business days after the receipt of such notice, a binding, written and complete proposal that our board or the independent committee determines in good faith, after consultation with its financial advisor, is at least as favorable from a financial point of view to our stockholders as the acquisition proposal that constituted a superior proposal and which, by its terms, may be accepted at any time within such two business day period (or such subsequent two business day period, as the case may be); and
	—	we pay Sunshine Acquisition Corporation a termination fee of $30 million.

	Termination Fees (page 69)

	•	If (1) at or prior to the termination date, a person or group makes an acquisition proposal to us or our stockholders or an acquisition proposal is otherwise publicly announced, and (2) no later than 12 months after the termination date, we enter into, or submit to our stockholders for adoption, an agreement with respect to an acquisition proposal, or an acquisition proposal (which in each case need not be the same acquisition proposal as the acquisition proposal described in clause (1)) is consummated, provided that for this purpose the reference in the definition of acquisition proposal to 20% will be replaced by 50%, and:

	•	Sunshine Acquisition Corporation or we terminate the merger agreement because the effective time shall not have occurred on or before January 31, 2006;
	•	Sunshine Acquisition Corporation or we terminate the merger agreement because our stockholders fail to adopt the merger agreement; or
	•	Sunshine Acquisition Corporation terminates the merger agreement because (1) any of our representations and warranties in the merger agreement are or become untrue or inaccurate, or (2) we breach any of our covenants or agreements in the merger agreement, and, in either such case, we cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to us.

	•	Sunshine Acquisition Corporation terminates the merger agreement because our board of directors or the independent committee (1) changes its recommendation concerning the merger, (2) takes any position contemplated by Rule 14e-2(a) of the Exchange Act with respect to any acquisition proposal other than recommending rejection of such acquisition proposal, or (3) fails to include in this proxy statement its recommendation that stockholders adopt and approve the merger agreement and the merger; or
	•	We terminate the merger agreement, because our board or the independent committee approves a superior proposal or recommends a superior proposal to our stockholders in accordance with the provisions discussed in “— Termination of the Merger Agreement.”

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	•	We terminate the merger agreement because (1) any of the representations and warranties of either Sunshine Acquisition Corporation or Merger Co in the merger agreement are or become untrue or inaccurate, or (2) Sunshine Acquisition Corporation or Merger Co breaches any of their respective covenants or agreements in the merger agreement, and, in either such case, Sunshine Acquisition Corporation or Merger Co cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to Sunshine Acquisition Corporation or Merger Co, as applicable; and
	•	At the time of such termination, we are not in material breach of any representation, warranty, covenant or agreement contained in the merger agreement and none of our representations or warranties has become untrue such that we would not be able to satisfy Sunshine Acquisition Corporation’s condition to close.

	The Guarantee (Page 43)

	Regulatory Matters (page 51)

	Appraisal Rights (page 70)

	SS&C Stock Options and Warrants (page 59)

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	Interests of Certain Persons in the Merger (page 43)

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Q.		Who is soliciting my proxy?
A.		This proxy is being solicited by our board of directors.
Q.		What matters will be voted on at the special meeting?
A.		You will be asked to vote on the following proposals:
		• to adopt the merger agreement;
		• to approve the adjournment or postponement of the meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the meeting to adopt the merger agreement; and
		• to act on other matters and transact such other business, as may properly come before the meeting.
Q.		How do the independent committee and SS&C’s board of directors recommend that I vote on the proposals?
A.		The independent committee and our board of directors each recommend that you vote:
		• “FOR” the proposal to adopt the merger agreement; and
		• “FOR” the adjournment or postponement of the meeting, if necessary, to permit the further solicitation of proxies.
Q.		What vote is required for SS&C’s stockholders to adopt the merger agreement?
A.		To adopt the merger agreement, holders of a majority of the outstanding shares of our common stock must vote “FOR” adoption of the merger agreement. Adoption of the merger agreement does not require the affirmative vote of the holders of at least a majority of our shares of common stock held by non-affiliates of SS&C. At the request of Sunshine Acquisition Corporation, Mr. Stone has entered into a voting agreement pursuant to which he has agreed to vote his shares of SS&C common stock “FOR” adoption of the merger agreement.
Q.		What vote is required for SS&C’s stockholders to approve the proposal to adjourn or postpone the special meeting, if necessary, to permit the further solicitation of proxies?
A.		The proposal to adjourn or postpone the meeting, if necessary, to permit the further solicitation of proxies requires the affirmative vote of the holders of a majority of the shares of our common stock present or represented by proxy and voting on the matter.
Q.		Who is entitled to vote at the special meeting?
A.		Holders of record of our common stock as of the close of business on                     , 2005, the record date for the special meeting, are entitled to receive notice of and to vote at the special meeting. On the record date,                      shares of our common stock, held by approximately                     holders of record, were outstanding and entitled to vote. You may vote all shares you owned as of the record date. You are entitled to one vote per share.

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Q.		What should I do now?
A.		After carefully reading and considering the information contained in this proxy statement, please vote your shares by completing, signing, dating and returning the enclosed proxy card. You can also attend the special meeting and vote in person. Do NOT enclose or return your stock certificate(s) with your proxy.
Q.		If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A.		Your broker will only be permitted to vote your shares on the adoption of the merger agreement if you instruct your broker how to vote. You should follow the procedures provided by your broker regarding the voting of your shares. If you do not instruct your broker to vote your shares on the adoption of the merger agreement or the proposal to solicit additional proxies, if necessary, to adopt the merger agreement, your shares will not be voted.
Q.		How are votes counted?
A.		For the proposal to adopt the merger agreement, you may vote FOR, AGAINST or ABSTAIN. Abstentions will not be counted as votes cast or shares voting on the proposal to adopt the merger agreement, but will count for the purpose of determining whether a quorum is present. If you abstain, it will have the same effect as if you vote against the adoption of the merger agreement. In addition, if your shares are held in the name of a broker or other nominee, your broker or other nominee will not be entitled to vote your shares in the absence of specific instructions. These non-voted shares, or broker non-votes, will be counted for purposes of determining a quorum, but will have the effect of a vote against the adoption of the merger agreement.
		For the proposal to adjourn or postpone the meeting, if necessary, to permit the further solicitation of proxies, you may vote FOR, AGAINST or ABSTAIN. Although abstentions and broker non-votes will count for the purpose of determining whether a quorum is present, abstentions and broker non-votes will not count as votes cast or shares voting on the proposal to adjourn or postpone the meeting. As a result, abstentions and broker non-votes will have no effect on the vote to adjourn or postpone the meeting, which requires the vote of the holders of a majority of the shares present or represented by proxy and voting on the matter.
		If you sign your proxy card without indicating your vote, your shares will be voted “FOR” the adoption of the merger agreement and “FOR” adjournment or postponement of the meeting, if necessary, to permit the further solicitation of proxies, and in accordance with the recommendations of our board of directors on any other matters properly brought before the meeting for a vote.
Q.		When should I send in my proxy card?
A.		You should send in your proxy card as soon as possible so that your shares will be voted at the special meeting.
Q.		May I change my vote after I have mailed my signed proxy card?
A.		Yes. You may change your vote at any time before your proxy is voted at the special meeting. You can do this in one of three ways. First, you can send a written, dated notice to the Secretary of SS&C stating that you would like to revoke your proxy. Second, you can complete, date and submit a new proxy card by mail. Third, you can attend the meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your shares, the procedures for changing your vote described above will not apply, and you must instead follow the directions received from your broker to change those instructions.
Q.		May I vote in person?
A.		Yes. You may attend the special meeting of stockholders and vote your shares of common stock in person. If you hold shares in “street name,” you must provide a legal proxy executed by your bank or broker in order to vote your shares at the meeting.

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Q.		What is the proposed transaction?
A.		The proposed transaction is the acquisition of SS&C by Sunshine Acquisition Corporation, a Delaware corporation whose owners currently consist of investment funds affiliated with the private equity investment firm of The Carlyle Group, pursuant to an agreement and plan of merger, dated as of July 28, 2005, as amended August 25, 2005, among us, Sunshine Acquisition Corporation and Merger Co. Sunshine Acquisition Corporation will acquire us by merging Merger Co with and into us. We will be the surviving corporation. If the proposed transaction is completed, we will cease to be a publicly traded company and will instead become a wholly owned subsidiary of Sunshine Acquisition Corporation. Immediately prior to the merger, Mr. Stone will be contributing 4,429,530 shares of our common stock held by him in exchange for approximately 31% of the outstanding equity of Sunshine Acquisition Corporation.
Q.		If the merger is completed, what will I be entitled to receive for my shares of SS&C common stock and when will I receive it?
A.		You will be entitled to receive $37.25 in cash, without interest and less any applicable withholding taxes, for each share of our common stock that you own.
		After the merger closes, we will arrange for a letter of transmittal to be sent to each of our stockholders. The merger consideration will be paid to each stockholder once that stockholder submits the letter of transmittal, properly endorsed stock certificates and any other required documentation.
Q.		Am I entitled to appraisal rights?
A.		Under the General Corporation Law of the State of Delaware, holders of SS&C common stock who do not vote in favor of adopting the merger agreement will have the right to seek appraisal of the fair value of their shares as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for an appraisal prior to the vote on the adoption of the merger agreement at the special meeting and they comply with the Delaware law procedures and requirements, which are summarized in this proxy statement. This appraisal amount could be more than, the same as, or less than the amount a stockholder would be entitled to receive under the terms of the merger agreement. For additional information about appraisal rights, see “Appraisal Rights” beginning on page 70 of this proxy statement.
Q.		Why are the independent committee and the SS&C board recommending the merger?
A.		The independent committee has by unanimous vote determined that the merger agreement and the merger are fair to and in the best interests of our stockholders (other than Mr. Stone and the executive officers). In addition, our board of directors has determined that the merger and the merger agreement, the voting agreement and the contribution and subscription agreement are advisable, fair to and in the best interests of SS&C and its stockholders (other than Mr. Stone and the executive officers). Accordingly, our board of directors and the independent committee unanimously recommend that you vote “FOR” the adoption of the merger agreement. To review their reasons for recommending the merger, see the section entitled “Special Factors — Reasons for the Merger and Recommendation of the Independent Committee and the Board of Directors” on pages 22 through 26 of this proxy statement.
Q.		Will the merger be a taxable transaction to me?
A.		Yes. The receipt of cash for shares of SS&C common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, you will recognize gain or loss equal to the difference between the amount of cash you receive and the adjusted tax basis of your shares of our common stock. See the section entitled “Material U.S. Federal Income Tax Consequences” on pages 51 through 53 of this proxy statement for a more detailed explanation of the tax consequences of the merger. You should consult your tax advisor on how specific tax consequences of the merger apply to you.

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Q.		When is the merger expected to be completed?
A.		We are working to complete the merger as quickly as possible. We currently expect to complete the merger promptly after the special meeting and after all the conditions to the merger are satisfied or waived, including stockholder adoption of the merger agreement at the special meeting and expiration or termination of the waiting period under U.S. antitrust law. We and Sunshine Acquisition Corporation filed pre-merger notifications with the U.S. antitrust authorities pursuant to the HSR Act, effective August 15, 2005 and were granted early termination, effective August 19, 2005.
Q.		Should I send in my SS&C stock certificates now?
A.		No. After the merger is completed, the paying agent will send you written instructions for exchanging your SS&C stock certificates. You must return your SS&C stock certificates as described in the instructions. You will receive your cash payment as soon as practicable after our paying agent receives your SS&C stock certificates and any completed documents required in the instructions. PLEASE DO NOT SEND IN YOUR SS&C STOCK CERTIFICATES NOW.
Q.		What should I do if I have questions?
A.		If you have more questions about the special meeting, the merger or this proxy statement, or would like additional copies of this proxy statement or the proxy card, you should contact Georgeson Shareholder Communications, Inc., our proxy solicitor, toll-free at 1-800-491-3132.

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	•	the value of the consideration to be received by our stockholders (other than Mr. Stone and the executive officers) pursuant to the merger agreement, as well as the fact that stockholders will receive the consideration in cash, which provides certainty of value to our stockholders;
	•	the $37.25 per share to be paid as the consideration in the merger represents premiums of approximately 31.8% to the average closing price of our common stock for the 90 trading days prior to the announcement of the transaction, approximately 21.4% to the average closing price of our common stock for the 60 trading days prior to announcement, approximately 15.7% to the average closing price of our common stock for the 30 trading days prior to announcement, and approximately 12.9% to the closing price of our common stock on the day immediately prior to announcement;
	•	the merger is the result of an active solicitation process, initially by management and subsequently by the independent committee, in which we had contact with over 15 private equity firms and strategic buyers;
	•	the fact that, subject to compliance with the terms and conditions of the merger agreement, we are permitted to terminate the merger agreement, prior to the adoption of the merger agreement by the stockholders at the meeting, in order to approve an alternative transaction proposed by a third party that is a “superior proposal” as defined in the merger agreement, upon the payment to Sunshine Acquisition Corporation of a $30 million termination fee (representing approximately 3.2% of the total equity value of the transaction) and the independent committee’s belief that the $30 million termination fee payable to Sunshine Acquisition Corporation was reasonable in the context of termination fees that were payable in other comparable transactions and would not be likely to preclude another party from making a competing proposal;
	•	the cash merger price of $37.25 per share represents a premium of approximately 66.5% over the highest purchase price that we paid in purchases of our common stock during the past two years, as described under “Transactions in Shares of Common Stock”;
	•	the independent committee’s belief that the merger was more favorable to our stockholders (other than Mr. Stone and the executive officers) than the alternatives of remaining an independent public company or continuing to seek additional bids;
	•	the financial presentation of SunTrust Robinson Humphrey (including the assumptions and methodologies underlying the analysis in connection therewith) and the opinion of SunTrust Robinson Humphrey, which is attached to this proxy statement as Annex B and which you should read carefully in its entirety, that, as of July 28, 2005, the merger consideration of $37.25 in cash per share to be received by our stockholders (other than Sunshine Acquisition Corporation, Merger Co or any affiliate of Sunshine Acquisition Corporation) pursuant to the merger agreement was fair to such stockholders from a financial point of view;
	•	the historical market prices and volatility in trading information with respect to our common stock, including the possibility that if we remain as a publicly owned corporation, in the event of a decline in the market price of our common stock or the stock market in general, the price that might be received by holders of our common stock in the open market or in a future transaction might be less than the $37.25 per share cash price to be paid in the merger;
	•	historical and current information concerning our business, financial performance and condition, operations, management and competitive position, and current industry, economic and market conditions, including our prospects if we were to remain an independent company;
	•	the fact that the independent committee was aware of the results for the fiscal quarter ended June 30, 2005 and believed the market prices of our stock reflected the market’s valuation of our business, financial performance and condition, operations, management and competitive position, and current industry, economic and market conditions because such results were substantially in accord with market expectations and guidance previously provided by management;

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	•	the terms of the equity financing commitment letter obtained by Sunshine Acquisition Corporation and the fact that the letter sets forth the binding obligations of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P.;
	•	the terms of the debt financing commitment letter obtained by Sunshine Acquisition Corporation and Merger Co and the fact that the commitment is not subject to a closing condition that will require us to meet specified financial tests and that we are entitled to require Sunshine Acquisition Corporation to enforce its rights under the commitment letter;
	•	the fact that, without having to establish damages, we would be entitled to a $30 million termination fee in the event we terminated the merger agreement because of a breach of the agreement by Sunshine Acquisition Corporation or Merger Co (assuming we were not in material breach of any representation, warranty, covenant or agreement) and the fact that Carlyle Partners IV, L.P. absolutely, unconditionally and irrevocably guarantees to us, the due and punctual observance, performance and discharge of Sunshine Acquisition Corporation’s obligation to pay such termination fee;
	•	the fact that, during the past two years, no other offer had been made for the merger or consolidation of SS&C, the sale or transfer of all or a substantial portion of the assets of SS&C or a purchase of SS&C’s securities that would enable the holder to exercise control of SS&C; and
	•	the efforts made by the independent committee and its advisors to negotiate and execute a merger agreement favorable to us.

	•	the fact that an independent committee of the board of directors was established and that the independent committee hired its own financial and legal advisors to advise the independent committee with respect to the merger agreement and related transactions;
	•	the fact that none of the members of the independent committee will receive any consideration in connection with the closing of the merger that is different from that received by other stockholders (other than Mr. Stone and the executive officers);
	•	the fact that the independent committee negotiated the terms of the merger agreement, including the amount of the merger consideration;
	•	the fact that the independent committee made its evaluation of the merger agreement and the merger based upon the factors discussed in this proxy statement, independent of Mr. Stone, and with knowledge of the interests of Mr. Stone in the merger;
	•	the fact that completion of the merger will require the approval of approximately 28% of the shares not held by holders affiliated with Carlyle or Mr. Stone;
	•	the fact that our board of directors has retained its right to change its recommendation of the merger;
	•	the fact that the opinion of SunTrust Robinson Humphrey addresses the fairness, from a financial point of view, of the merger consideration to be received by the holders of our common stock other than Sunshine Acquisition Corporation, Merger Co or any affiliate of Sunshine Acquisition Corporation;
	•	the fact that Mr. Stone did not finalize the terms of his participation in the merger with Sunshine Acquisition Corporation until the independent committee and Sunshine Acquisition Corporation had reached a preliminary agreement on the majority of the key terms of the proposed merger;
	•	the fact that we are permitted under certain circumstances to respond to inquiries regarding acquisition proposals and to terminate the merger agreement in order to complete a superior proposal upon payment of a $30 million termination fee; and

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	•	the fact that under Delaware law, our stockholders have the right to demand appraisal of their shares.

	•	the fact that the obligation of Sunshine Acquisition Corporation and Merger Co to complete the merger is conditioned upon the receipt of proceeds of the debt financing on the terms set forth in the commitment letter with Sunshine Acquisition Corporation and Merger Co, as discussed below in “— Financing,” and that Sunshine Acquisition Corporation and Merger Co may not be able to secure financing for a variety of reasons, including reasons beyond the control of Sunshine Acquisition Corporation and Merger Co;
	•	the risks and costs to us if the merger does not close, including the diversion of management and employee attention, employee attrition and the effect on our business relationships and clients;
	•	the restrictions that the merger agreement imposes on actively soliciting competing bids, and the fact that we would be obligated to pay the $30 million termination fee to Sunshine Acquisition Corporation under certain circumstances;
	•	the fact that we would no longer exist as an independent, publicly traded company and our stockholders (other than Mr. Stone and the executive officers) would no longer participate in any of the future earnings or growth of SS&C and would not benefit from any appreciation in value of SS&C;
	•	the fact that gains from an all-cash transaction would be taxable to our stockholders for U.S. federal income tax purposes;
	•	the restrictions on the conduct of our business prior to the completion of the merger, requiring us to conduct our business only in the ordinary course and in a manner consistent with past practice, subject to specific limitations, which may delay or prevent us from undertaking business opportunities that may arise pending completion of the merger;
	•	the interests of our directors and officers in the merger described below under “— Interests of Certain Persons in the Merger”;
	•	the fact that we entered into a merger agreement with a newly formed corporation with essentially no assets and, accordingly, that our remedy in connection with the breach of the merger agreement by Sunshine Acquisition Corporation or Merger Co, even a breach that is deliberate or willful, is limited to $30 million, which is the amount of the termination fee payable by Sunshine Acquisition Corporation in such circumstances; and
	•	the fact that it is a condition to closing of the merger that the holders of not more than 10% of our shares of common stock outstanding immediately prior to the effective time of the merger are entitled to appraisal of their shares shall have properly demanded, and not withdrawn, demands for appraisal of shares that are eligible for appraisal under Delaware law.

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	Material and Information Considered with Respect to the Merger

	•	reviewed and analyzed the merger agreement;
	•	reviewed certain publicly available information concerning SS&C that SunTrust Robinson Humphrey deemed relevant;
	•	reviewed and analyzed certain financial and operating data with respect to the businesses, operations and prospects of SS&C furnished to SunTrust Robinson Humphrey by SS&C;
	•	conducted discussions with members of management of SS&C concerning its business, operations, assets, present condition and future prospects;
	•	reviewed a trading history of SS&C’s common stock from July 27, 2002 to July 27, 2005 and a comparison of that trading history with those of other publicly traded reference companies that SunTrust Robinson Humphrey deemed relevant;
	•	compared the historical and projected financial results and present financial condition of SS&C with those of selected publicly traded reference companies that SunTrust Robinson Humphrey deemed relevant;
	•	reviewed and analyzed the financial terms of the merger with financial terms, to the extent publicly available, of selected merger and acquisition reference transactions that SunTrust Robinson Humphrey deemed relevant;
	•	reviewed historical data relating to percentage premiums paid in acquisitions of publicly traded companies from January 1, 2004 to July 27, 2005; and
	•	reviewed other financial statistics and undertook other analyses and investigations as SunTrust Robinson Humphrey deemed appropriate.

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	•	the merger would be consummated in accordance with the terms of the merger agreement without any waiver of any material terms or conditions by SS&C; and
	•	all material governmental, regulatory or other consents or approvals (contractual or otherwise) necessary for the consummation of the merger would be obtained without requiring any restrictions, including any divestiture requirements or amendments or modifications, that would have a material adverse effect on SS&C or the expected benefits of the merger.

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	Analysis of Transaction Price

Stock

Average Stock Price for Last

Average

Price

Since

7/27/05

5 Days

10 Days

30 Days

60 Days

90 Days

5/10/05

Merger price premium [1]

12.9%

11.8%

10.7%

15.7%

21.4%

31.8%

20.2%

Historical

Closing Stock Price Before Announcement[2]

Price

High

on

Price

1 Day

5 Days

10 Days

30 Days

60 Days

90 Days

5/10/05

(7/12/05)

Merger price premium

12.9%

11.5%

9.2%

24.1%

39.3%

60.8%

38.5%

6.4%

	Market Analysis of Selected Publicly Traded Reference Companies

Securities Data and Processing		Financial Technology
Advent Software, Inc. (ADVS)		Bisys Group, Inc. (BSG)
DST Systems, Inc. (DST)		CheckFree Corporation (CKFR)
FactSet Research Systems, Inc. (FDS)		Digital Insight Corporation (DGIN)
Interactive Data Corporation (IDC)		Fair Isaac Corporation (FIC)
Investment Technology Group, Inc. (ITG)		Fiserv, Inc. (FISV)
SEI Investments Company (SEIC)		Fundtech, Ltd. (FNDT)
		Jack Henry and Associates, Inc. (JKHY)
		Online Resources Corporation (ORCC)
		Open Solutions, Inc. (OPEN)

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			Securities Data
			and Processing				All Selected
			Reference				Reference
			Companies				Companies
Firm Value to:
	LTM Revenues			3.5	x			3.4	x
	Calendar 2005E Revenues			3.4				3.2
	Calendar 2006E Revenues			3.0				3.0
	LTM EBITDA			13.1	x			13.5	x
	Calendar 2005E EBITDA			12.7				10.6
	Calendar 2006E EBITDA			10.4				9.7
Equity Value to:
	LTM EPS			23.4	x			24.4	x
	Calendar 2005E EPS			22.0				22.0
	Calendar 2006E EPS			19.5				19.4

	Analysis of Selected Merger and Acquisition Reference Transactions

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			Average of
			Reference
			Transactions
Firm Value to:
	LTM Revenues			2.2	x
	NTM Revenues			2.1
	LTM EBITDA			11.1	x
	NTM EBITDA			9.8
	LTM EBIT			15.3	x
	NTM EBIT			12.4
Equity Value to:
	LTM Net Income			24.3	x
	NTM Net Income			23.8

	Discounted Cash Flow Analysis

		Discounted Present Value of
		Equity per Share
Discount Rate		9.0x				10.0x				11.0x				12.0x
14.0%		$	34.56			$	37.33			$	40.09			$	42.86
14.5%		$	33.81			$	36.51			$	39.21			$	41.91
15.0%		$	33.09			$	35.72			$	38.36			$	40.99
15.5%		$	32.38			$	34.95			$	37.52			$	40.09
16.0%		$	31.69			$	34.20			$	36.71			$	39.22

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	Premiums Paid Analysis

Purchase Price Premium

Prior to Announcement

1 Day

5 Days

30 Days

Median Premium for All Transactions

17.0%

17.5%

24.5%

Purchase Price Premium

Prior to Announcement

1 Day

7 Days

30 Days

Median Premium for Going Private Transactions

20.6%

20.4%

24.8%

	Summary Valuation Analysis

				Low				Mean				High
Market Analysis of Selected Publicly Traded Reference Companies:
	Based on Research Consensus Estimates[1]
		Securities Data and Processing Companies		$	15.15			$	22.46			$	27.25
		All Companies		$	14.36			$	21.65			$	27.17
	Based on SS&C’s Estimates[2]
		Securities Data and Processing Companies		$	15.15			$	25.40			$	37.15
		All Companies		$	14.36			$	24.46			$	37.05
Analysis of Selected Merger and Acquisition Reference Transactions:
	Based on Research Consensus Estimates[1]			$	8.91			$	18.33			$	25.98
	Based on SS&C’s Estimates[2]			$	8.91			$	19.04			$	28.09
Discounted Cash Flow Analysis:[2]				$	31.69			$	37.06			$	42.86
Premiums Paid Analysis:
	Based on All Public Merger and Acquisition Transactions			$	37.36			$	38.41			$	39.27
	Based on Going Private Transactions			$	37.44			$	39.38			$	40.92

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	Other Factors and Analyses

	Information Regarding SunTrust Robinson Humphrey

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	•	the fact that the $37.25 per share price to be paid as the consideration in the merger represents premiums of approximately 31.8% to the average closing price of SS&C’s common stock for the 90 trading days prior to the announcement of the transaction, approximately 21.4% to the average closing price of SS&C’s common stock for the 60 trading days prior to announcement, approximately 15.7% to the average closing price of SS&C’s common stock for the 30 trading days prior to announcement, and approximately 12.9% to the closing price of SS&C’s common stock on the day immediately prior to announcement;
	•	the fact that the $37.25 per share merger consideration and other terms and conditions of the merger agreement resulted from extensive negotiations between the parties;
	•	the value of the consideration to be received by SS&C’s stockholders (other than Mr. Stone) pursuant to the merger agreement, as well as the fact that the stockholders (other than Mr. Stone and the executive officers) will receive the consideration in cash, which provides certainty of value to SS&C’s stockholders;
	•	the fact that SS&C’s board of directors received the opinion of SunTrust Robinson Humphrey to the effect that, as of July 28, 2005, the merger consideration of $37.25 in cash per share to be received by SS&C’s stockholders (other than Sunshine Acquisition Corporation, Merger Co or any affiliate of Sunshine Acquisition Corporation) pursuant to the merger agreement was fair to such stockholders from a financial point of view;

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	•	the fact that, the cash merger price of $37.25 per share represents a premium of approximately 31.8% over the highest purchase price that SS&C paid in purchases of SS&C’s common stock during the past ten years, as described under “— Transactions in Shares of Common Stock”;
	•	the fact that the independent committee unanimously determined that the merger agreement, the voting agreement and the contribution and subscription agreement and the merger are fair to and in the best interests of our stockholders (other than Mr. Stone and the executive officers); and
	•	the fact that SS&C’s board of directors unanimously approved and determined the merger agreement, the voting agreement and the contribution and subscription agreement advisable and declared that the merger agreement, the voting agreement and the contribution and subscription agreement and the merger are fair to, and in the best interests of SS&C and the stockholders (other than Mr. Stone and the executive officers).

	•	the risk that the merger might not be completed in a timely manner or at all, including the fact that the obligation of Sunshine Acquisition Corporation and Merger Co to complete the merger is conditioned upon the receipt of proceeds of the debt financing on the terms set forth in the commitment letter with Sunshine Acquisition Corporation and Merger Co, as discussed below in “— Financing,” and that Sunshine Acquisition Corporation and Merger Co may not be able to secure financing for a variety of reasons, including reasons beyond the control of Sunshine Acquisition Corporation and Merger Co;
	•	the risks and costs to SS&C if the merger does not close, including the diversion of management and employee attention, employee attrition and the effect on SS&C’s business relationships and clients;
	•	the fact that SS&C would no longer exist as an independent, publicly traded company and SS&C’s stockholders (other than Mr. Stone and the executive officers) would no longer participate in any of the future earnings or growth of SS&C and would not benefit from any appreciation in value of SS&C;
	•	the fact that gains from an all-cash transaction would be taxable to SS&C’s stockholders for U.S. federal income tax purposes; and
	•	the interests of SS&C’s directors and executive officers in the merger described below under “— Interests of Certain Persons in the Merger.”

	•	the fact that an independent committee of the board of directors was established and that the independent committee hired its own financial and legal advisors to advise the independent committee with respect to the merger agreement and related transactions;
	•	the fact that none of the members of the independent committee will receive any consideration in connection with the merger that is different from that received by any other stockholders (other than Mr. Stone and the executive officers);
	•	the fact that the independent committee negotiated the terms of the merger agreement, including the amount of the merger consideration;
	•	the fact that the independent committee made its evaluation of the merger agreement, the voting agreement, the contribution agreement and the merger based upon the factors discussed in this

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		proxy statement, independent of Mr. Stone, and with knowledge of the interests of Mr. Stone in the merger;
	•	the fact that the opinion of SunTrust Robinson Humphrey addresses the fairness, from a financial point of view, of the merger consideration to be received by the holders of SS&C’s common stock other than Sunshine Acquisition Corporation, Merger Co or any affiliate of Sunshine Acquisition Corporation;
	•	the fact that SS&C is permitted under certain circumstances to respond to inquiries regarding acquisition proposals and to terminate the merger agreement in order to complete a superior proposal upon payment of a $30 million termination fee; and
	•	the fact that under Delaware law, SS&C’s stockholders have the right to demand appraisal of their shares.

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		Ownership Prior to the Merger(1)																Ownership After the Merger(2)
		Net Book Value								Earnings								Net Book Value								Earnings
		$ in								$ in								$ in								$ in
Name		Thousands				%				Thousands				%				Thousands				%				Thousands				%
William C. Stone			41,302				26.5	%			5,030				26.5	%			48,545				31.1	%			5,912				31.1	%
Normand A. Boulanger			1,513				1.0	%			184				1.0	%			2,810				1.8	%			342				1.8	%
Patrick J. Pedonti			540				0.3	%			66				0.3	%			937				0.6	%			114				0.6	%
Stephen V.R. Whitman			186				0.1	%			23				0.1	%			468				0.3	%			57				0.3	%
Kevin Milne			78				0.0	%			9				0.0	%			156				0.1	%			19				0.1	%

(1)	Based upon beneficial ownership as of July 31, 2005.
(2)	Assumes no options to purchase our common stock held by the executive officers are exercised prior to the effective time of the merger.

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	Equity Financing

	Debt Financing

	•	up to $350 million of senior secured credit facilities for the purpose of financing the merger, repaying or refinancing certain existing indebtedness of SS&C and its subsidiaries, paying fees and expenses incurred in connection with the merger and providing ongoing working capital and for other general corporate purposes of the surviving corporation and its subsidiaries;
	•	up to $205 million of unsecured senior subordinated loans under a bridge facility, for the purpose of financing the merger, repaying or refinancing certain existing indebtedness of SS&C and its subsidiaries and paying fees and expenses incurred in connection with the merger;

	Conditions Precedent to the Debt Commitments

	•	the satisfaction of conditions corresponding to the “company material adverse effect” condition in the merger agreement;
	•	the consummation of the merger in accordance with the merger agreement (and no provision thereof being waived or modified in a manner material and adverse to the lenders without the consent of the JPMorgan and Wachovia Capital Markets);
	•	the refinancing of certain existing indebtedness of SS&C and its subsidiaries concurrently with the funding of the senior secured credit facilities;

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	•	the borrower having received cash and common equity investments from the Carlyle Funds and one or more other investors and having received the rollover equity of William C. Stone, which together comprise not less than 45% of the pro forma capitalization of the borrower following the merger;
	•	the delivery to the arrangers of copies of certain financial statements, including pro forma financial statements and projections;
	•	the receipt and effectiveness prior to the funding of the senior secured credit facilities of all material governmental and stockholder approvals and consents necessary to consummate the merger and the financing thereof;
	•	the payment of required fees and expenses;
	•	the negotiation, execution and delivery of satisfactory definitive documentation and the delivery of certain other customary certificates and documents;
	•	in the case of the senior secured credit facilities, the receipt of gross proceeds of at least $205 million from the concurrent funding of the bridge facility or the concurrent issuance of the senior subordinated notes described below, and, in the case of the bridge facility, the receipt of gross proceeds of at least $275 million from the concurrent funding of the senior secured credit facilities; and
	•	in the case of the bridge facility, the receipt, by the arrangers, no later than 10 business days prior to the anticipated pricing date for the senior subordinated notes described below, of a complete printed preliminary prospectus or preliminary offering memorandum suitable for use in a customary high-yield road show relating to the issuance of the senior subordinated notes.

	Senior Secured Credit Facilities

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	•	2.50% in the case of LIBOR loans and
	•	1.50% in the case of ABR loans

	High-Yield Debt Financing

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	Bridge Facility

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	Mr. Stone’s New Employment Agreement

	Management Agreement

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	Contribution and Subscription Agreement

	Stockholders Agreement and Registration Rights Agreement

	SS&C Stock Holdings and Stock Options

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	•	the number of shares of our common stock currently held;
	•	the amount of cash that will be paid in respect of such shares upon consummation of the merger, calculated by multiplying (i) $37.25 by (ii) the number of shares currently held;
	•	the number of shares subject to vested options for our common stock;
	•	the value of such options upon consummation of the merger;
	•	the number of additional options that will vest upon effectiveness of the merger;
	•	the value of such additional options upon consummation of the merger; and
	•	the total value of such shares and options upon consummation of the merger.

																			Options that will Vest as
			Common Stock								Options Vested								a Result of the Merger
																											Total
Name			Shares				Consideration				Shares				Value				Shares				Value				Value
Non-Employee Directors:
	David W. Clark, Jr.			75,000			$	2,793,750.00				87,500			$	2,439,952.50				—			$	—			$	5,233,702.50
	Joseph H. Fisher			20,350				758,037.50				87,500				2,439,952.50				—				—				3,197,990.00
	William C. (Curt) Hunter			—				—				5,000				36,000.00				—				—				36,000.00
	Albert L. Lord			84,300				3,140,175.00				50,000				1,284,322.50				—				—				4,424,497.50
	Jonathan M. Schofield			24,900				927,525.00				50,000				1,165,275.00				—				—				2,092,800.00
Executive Officers:
	Normand A. Boulanger			7,500				279,375.00				213,433				6,836,721.63				114,062				2,894,647.19				10,010,743.81
	Kevin Milne			—				—				10,156				171,433.28				27,344				461,556.72				633,000.00
	Patrick J. Pedonti			1,500				55,875.00				76,091				2,204,505.44				28,907				855,994.57				3,116,375.01
	William C. Stone			5,872,020				218,732,745.00				468,750				15,067,068.75				131,250				3,839,981.25				237,639,795.00
	Stephen V. R. Whitman			1,650				61,462.50				23,580				691,191.97				21,719				697,984.79				1,450,639.26
All directors and executive officers as a group (10 persons)				6,087,220			$	226,748,945.00				1,072,010			$	32,336,423.57				323,282			$	8,750,174.51			$	267,835,543.08

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		Percentage of Fully-Diluted
		Outstanding Equity of Sunshine
		Acquisition Corporation
Normand A. Boulanger			1.8	%
Kevin Milne			0.1	%
Patrick J. Pedonti			0.6	%
William C. Stone			31.1	%
Stephen V.R. Whitman			0.3	%
All directors and executive officers as a group(1)			33.9	%

(1)	None of the non-employee directors has or will have an equity interest in Sunshine Acquisition Corporation.

	Option Awards in Sunshine Acquisition Corporation

	Option Awards in Sunshine Acquisition Corporation Granted to Executive Officers of SS&C

	Indemnification of Officers and Directors and Insurance

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Description		Amount
Financial advisory fees and expenses		$	2,800,000
Legal, accounting and tax advisory fees and expenses		$	1,375,000
SEC filing fees		$	110,751
Printing, proxy solicitation and mailing costs		$	200,000
Miscellaneous		$	200,000

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			Projections(1)
			2005				2006				2007
			(In millions)
Consolidated
	Revenue		$	162.9			$	209.3			$	239.6
	Operating Income			46.6				68.1				85.3
	EBITDA			57.4				83.1				100.9

(1)

Includes acquisitions closed through June 2005, including Financial Interactive, Inc. In addition, the independent committee, SunTrust Robinson Humphrey and Sunshine Acquisition Corporation were also provided with projections with respect to a potential future acquisition. This potential future acquisition was expected to contribute revenues of $3.1 million, $10.5 million and $17.6 million in 2005, 2006 and 2007, respectively, operating income of $1.3 million, $4.8 million and $8.3 million in 2005, 2006 and 2007, respectively, and EBITDA of $1.8 million, $6.0 million and $9.5 million in 2005, 2006 and 2007, respectively. These amounts do not reflect the expected cost of capital with respect to the potential future acquisition and there is no assurance that this potential future acquisition will be consummated or what the ultimate purchase price in respect of this future acquisition will be.

	•	Organic growth rates for SS&C’s core business (businesses acquired prior to fiscal year 2005) are projected at between 11% and 14%.
	•	Operating income margins for SS&C of between 27% and 36%. From 2005 to 2007, costs of acquired businesses are expected to be reduced as redundant costs are eliminated and margins are expected to increase as revenues grow faster than expenses.

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	•	a citizen or individual resident of the U.S. for U.S. federal income tax purposes;
	•	a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S. or any state or the District of Columbia;
	•	a trust if it (1) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or
	•	an estate that is subject to U.S. federal income tax on all of its income regardless of source.

	U.S. Holders

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	Non-U.S. Holders

	•	the gain is effectively connected with a U.S. trade or business (and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed base maintained by such non-U.S. holder), in which case the non-U.S. holder generally will be taxed like a U.S. holder (as discussed above under “U.S. Holders”). In addition, if the non-U.S. holder is a foreign corporation, the branch profits tax (which is imposed at a 30% rate or such lower rate as may be specified by an applicable income tax treaty) may apply;
	•	the non-U.S. holder is a nonresident alien individual who is present in the U.S. for 183 days or more in the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder may be subject to a 30% tax on the non-U.S. holder’s net gain realized in the merger, which may be offset by U.S. source capital losses of the non-U.S. holder, if any; or
	•	we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes and the non-U.S. holder owned more than 5% of our common stock at any time during the five years preceding the merger, in which case the purchaser of our stock may withhold 10% of the cash payable to the non-U.S. holder in connection with the merger and the non-U.S. holder generally will be taxed like a U.S. holder (as discussed above under “U.S. Holders”). We do not believe that we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes.

	•	the ability to consummate the proposed transaction due to the failure to obtain stockholder approval;

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	•	the failure to consummate the necessary debt financing arrangements set forth in a commitment letter received by Sunshine Acquisition Corporation and Merger Co or the failure to satisfy other conditions to the closing of the proposed transaction;
	•	the ability to recognize the benefits of the transaction;
	•	intense competition in SS&C’s industry;
	•	changes in government regulation;
	•	receipt of necessary approvals under applicable antitrust laws and other relevant regulatory authorities;
	•	the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement;
	•	the outcome of any legal proceeding that has been or may be instituted against us and others following the announcement of the merger agreement;
	•	the amount of the costs, fees, expenses and charges related to the merger;
	•	the effect of the announcement of the merger on our client relationships, operating results and business generally, including the ability to retain key employees;
	•	failure to manage the integration of acquired companies; and
	•	other factors described in SS&C’s annual report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly report on Form 10-Q filed with the Securities and Exchange Commission, which we refer to as the SEC.

	•	to consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of July 28, 2005, as amended on August 25, 2005, by and among Sunshine Acquisition Corporation, SS&C and Merger Co;

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	•	to approve adjournments or postponements of the meeting, if necessary, to permit the further solicitation of proxies if there are not sufficient votes at the time of the meeting to adopt the merger agreement; and
	•	to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

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	•	submitting another properly completed proxy bearing a later date;
	•	giving written notice of revocation to any of the persons named as proxies or to the Secretary of SS&C; or
	•	voting in person at the special meeting.

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	•	owned by us as treasury stock immediately prior to the effective time of the merger, all of which will be cancelled without any payment;
	•	owned by Sunshine Acquisition Corporation or Merger Co or any other wholly owned subsidiary of Sunshine Acquisition Corporation or Merger Co immediately prior to the effective time of the merger, all of which will be cancelled without any payment;
	•	owned by any of our wholly owned subsidiaries immediately prior to the effective time of the merger, all of which will be cancelled without any payment; and
	•	held by a stockholder who is entitled to demand and has made a demand for appraisal of such shares in accordance with the General Corporation Law of the State of Delaware and has not voted in favor of adoption of the merger agreement, until such time as such holder withdraws, fails to perfect or otherwise loses such holder’s appraisal rights under the General Corporation Laws of the State of Delaware.

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	•	corporate matters, including due organization, power and qualification;
	•	our certificate of incorporation and bylaws;
	•	our capitalization;
	•	authorization, execution, delivery and performance and the enforceability of the merger agreement and related matters;
	•	absence of conflicts with, or violations of, organizational documents or other obligations as a result of the consummation of the transactions contemplated by the merger agreement;
	•	identification of required governmental filings and consents;
	•	possession of permits and compliance with law;
	•	filing of all certifications required by the applicable provisions of the Sarbanes-Oxley Act of 2002;
	•	establishment and maintenance of disclosure controls and procedures required under applicable federal securities law;
	•	accuracy of information contained in registration statements, reports and other documents that we file with the SEC, the compliance of our filings with the SEC with applicable federal securities law requirements and, with respect to financial statements therein, generally accepted accounting principles;
	•	absence of liabilities, other than (1) as set forth on our March 31, 2005 balance sheet, (2) liabilities incurred in connection with the transactions contemplated by the merger agreement, (3) ordinary course liabilities, (4) liabilities listed on our disclosure schedule to the merger agreement, or (5) liabilities that have not had, and would not reasonably be expected to have, a material adverse effect on us;
	•	except as set forth in our filings with the SEC or contemplated by the merger agreement, absence of transactions with affiliates;
	•	absence of a material adverse effect on us or absence of changes or events reasonably expected to have a material adverse effect on us, each from March 31, 2005 to July 28, 2005;
	•	litigation matters;
	•	employee benefits plans;
	•	labor and employment matters;
	•	owned and leased property;
	•	intellectual property;
	•	tax matters;
	•	environmental matters;
	•	our material contracts and key customer relationships;
	•	insurance;

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	•	board approval and requisite stockholder vote;
	•	receipt of a fairness opinion from our financial advisor; and
	•	brokers’ fees.

	•	corporate matters, including due organization, power and qualification;
	•	certificate of incorporation and bylaws;
	•	authorization, execution, delivery and performance and the enforceability of the merger agreement and related matters;
	•	absence of conflicts with, or violations of, organizational documents or other obligations as a result of the transactions contemplated by the merger agreement;
	•	litigation matters;
	•	operations of Merger Co;
	•	the debt and equity commitment letters received by Sunshine Acquisition Corporation, including that the equity commitment and, to the knowledge of Sunshine Acquisition Corporation, the debt commitment letter, are in full force and effect;
	•	delivery of the guarantee;
	•	brokers’ fees; and
	•	ownership of our common stock.

	•	the announcement of the execution of the merger agreement, or the pendency of consummation of the merger;
	•	changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which we and our subsidiaries conduct our business, so long as such conditions do not adversely affect us or our subsidiaries in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which we operate;
	•	any change in any applicable law, rule or regulation or generally accepted accounting principles or interpretation thereof after July 28, 2005;
	•	any failure by us to meet any published or internally prepared estimates of revenues or earnings for any period ending on or after July 28, 2005 and prior to the closing (it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute and may be taken into account in determining whether there has been a material adverse effect to us if such facts and circumstances are not otherwise included in the first three bullet points); and
	•	a decline in the price of our common stock on The NASDAQ National Market (it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a material

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		adverse effect to us if such facts and circumstances are not otherwise included in the first three bullet points).

	•	amend our certificate of incorporation or bylaws;
	•	issue or otherwise dispose of or encumber any shares of our capital stock or other securities, or grant any right or option to acquire any shares of our capital stock or other securities, other than the issuance of shares of common stock pursuant to the exercise of outstanding options and warrants or pursuant to our employee stock purchase plan and other than the award of shares or options to newly hired or promoted employees (other than executive officers) pursuant to our stock option plans in the ordinary course of business, provided that such options have an exercise price equal to or greater than $37.25 per share;
	•	declare or pay any dividend or other distribution;
	•	reclassify, redeem or repurchase any of our securities, other than cashless exercises in accordance with the terms of certain stock options;
	•	acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation or business organization or any division or business unit thereof, with an exception carved out for certain acquisition transactions described in our disclosure schedule attached to the merger agreement;
	•	incur, guarantee or modify any indebtedness (other than under our $75,000,000 revolving credit facility with Fleet National Bank);
	•	authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $500,000, or capital expenditures which are, in the aggregate, in excess of $2,000,000, except as reflected in our 2005 operating budget provided to Sunshine Acquisition Corporation and Merger Co;
	•	enter into any new line of business;
	•	make any loan, advance or capital contribution to, or investment in, persons other than wholly owned subsidiaries, other than in the ordinary course of business;
	•	sell, lease, license or otherwise dispose of any material assets, other than in the ordinary course of business and consistent with past practice;
	•	adopt a plan of liquidation, dissolution, restructuring or reorganization;
	•	increase the compensation of current or former directors, officers or employees, except for increases required under employment agreements already in existence and disclosed to Sunshine Acquisition Corporation and except in the ordinary course of business, consistent with past practice, with respect to employees who are not officers or directors;

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	•	enter into any employment agreement with, or enter into or amend any benefit plan for the benefit of, any current or former director, officer or employee, except in the ordinary course of business, consistent with past practice, with respect to employees who are not officers or directors;
	•	exercise discretion to accelerate the vesting or payment of any benefit under any benefit plan;
	•	take any action to fund the payment of compensation or benefits under any benefit plan, subject to certain exceptions;
	•	change any material tax elections;
	•	make any change in accounting method;
	•	change the book value of any assets, except as may be required by generally accepted accounting principles and other than in the ordinary course of business and consistent with past practice;
	•	waive, settle or satisfy any material claim other than in the ordinary course of business and consistent with past practice;
	•	enter into any agreement that restricts our ability to compete in any line of business material to our business;
	•	enter into, renew or amend in any material respect any material contract other than in the ordinary course of business and consistent with past practice;
	•	enter into, renew or amend any transaction between us or any of our subsidiaries on the one hand, and any affiliate of ours on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;
	•	assign, transfer, license or sublicense, mortgage or encumber any material intellectual property, except for non-exclusive licenses in the ordinary course of business;
	•	fail to pay any fee or take any action reasonably necessary to maintain our ownership of the material intellectual property owned by us;
	•	take any action that would reasonably be likely to prevent satisfaction of certain conditions to the merger;
	•	take any action that would have or would reasonably be expected to have a material adverse effect on us; or
	•	announce an intention, enter into any formal or informal agreement or otherwise make a commitment to do any of the foregoing.

	•	solicit, initiate or knowingly encourage any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an acquisition proposal;
	•	have any discussions or participate in any negotiations regarding an acquisition proposal, or execute or enter into any agreement, understanding or arrangement with respect to an acquisition proposal, or approve or recommend or propose to approve or recommend an acquisition proposal or any agreement, understanding or arrangement relating to an acquisition proposal; or
	•	take any action to exempt any person from the restrictions on business combinations contained in Section 203 of the General Corporation Law of the State of Delaware or otherwise cause such restrictions not to apply.

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	•	after giving notice to Sunshine Acquisition Corporation, furnishing information with respect to SS&C to the third party who made the acquisition proposal pursuant to a confidentiality agreement on terms no more favorable to the third party than those contained in the confidentiality agreement entered into with Carlyle; provided that all such information has previously been provided to Sunshine Acquisition Corporation or is provided to Sunshine Acquisition Corporation substantially concurrently with the time it is provided to such third party; and
	•	participating in discussions and negotiations regarding such acquisition proposal.

	•	withdraw or modify, or propose publicly to withdraw or modify, or resolve to withdraw or modify, in a manner adverse to Sunshine Acquisition Corporation, its approval or recommendation of the merger, the merger agreement, the voting agreement, the contribution and subscription agreement or other transactions contemplated by the merger agreement;
	•	approve or recommend, or propose publicly to approve or recommend, or resolve to approve or recommend, any acquisition proposal;
	•	approve or recommend or allow us or any of our subsidiaries to enter into any letter of intent, acquisition agreement or any similar agreement or understanding (1) constituting or related to, or that is intended to or could reasonably be expected to lead to, any acquisition proposal or (2) requiring us to abandon, terminate or fail to consummate the merger or any other transactions contemplated by the merger agreement; or
	•	effect any transaction contemplated by any acquisition proposal.

	•	the superior proposal did not result from a breach by us of the no solicitation provisions of the merger agreement;

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	•	our board or the independent committee provides prior written notice to Sunshine Acquisition Corporation that we are prepared to terminate the merger agreement to enter into an agreement with respect to a superior proposal, which attaches the most current version of any written agreement relating to the transaction that constitutes a superior proposal, the identity of the party making the proposal and any other material terms and conditions thereof;
	•	Sunshine Acquisition Corporation did not make, within two business days after the receipt of such notice, a binding, written and complete proposal that our board or the independent committee determined in good faith, after consultation with its financial advisor, was at least as favorable from a financial point of view to our stockholders as the acquisition proposal that constituted a superior proposal and which, by its terms, may be accepted at any time within such two business day period (or such subsequent two business day period, as the case may be); and
	•	in the event of any termination by us of the merger agreement pursuant to these terms, we pay the applicable termination fees concurrently with and as a condition of such termination.

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	•	more than 50% of our equity securities pursuant to a tender offer, merger or otherwise; or
	•	more than 50% of our assets and our subsidiaries’ assets, taken as a whole,

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	•	our stockholders must have adopted the merger agreement;
	•	the applicable waiting periods under the HSR Act for which we were granted early termination effective August 19, 2005, and any applicable foreign antitrust or competition laws must have expired or been terminated;
	•	no court or governmental agency shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling that is in effect and that has the effect of making consummation of the merger illegal or otherwise prohibiting the merger; and
	•	any other approval of any court or governmental agency or waiting periods under any applicable law or regulation of any court or governmental agency shall have been obtained or have expired (without the imposition of any material condition) if the failure to obtain any such approval or the failure of any such waiting period to expire would constitute a material violation of law or subject any party to any material fine or other material adverse consequences.

	•	our representations and warranties in the merger agreement as to capitalization and corporate authorization relative to the merger agreement must be true and correct in all material respects at the effective time of the merger as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date);
	•	our other representations and warranties in the merger agreement must be true and correct at the effective time of the merger (ignoring any materiality or similar qualifiers) as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (ignoring any materiality or similar qualifiers) as of such earlier date), provided, however, that this condition will be deemed to have been satisfied even if our representations and warranties are not so true and correct, unless the failure of such of our representations and warranties to be so true and correct, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on us;
	•	we must have performed, in all material respects, all obligations required to be performed by us under the merger agreement;

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	•	there must not have occurred any event, circumstance, development, change or effect since July 28, 2005 that has had, or could reasonably be expected to have, a material adverse effect on us;
	•	we, Sunshine Acquisition Corporation or Merger Co shall have received the proceeds of the debt financing on the terms and conditions set forth in the debt commitment letter with the Debt Financing Sources, or the receipt of proceeds of alternate debt financing in the same amount and on terms and conditions no less favorable to Sunshine Acquisition Corporation and Merger Co than those included in the debt commitment letter;
	•	the holders of no more than ten percent of the shares of our common stock outstanding immediately prior to the effective time of the merger that are entitled to appraisal of their shares shall have properly demanded, and not withdrawn, demands for the appraisal of shares that are eligible for appraisal under Delaware law; and
	•	all necessary third-party consents shall have been obtained.

	•	the representations and warranties of Sunshine Acquisition Corporation and Merger Co set forth in the merger agreement must be true and correct at the effective time of the merger (ignoring any materiality or similar qualifiers) as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, however, that this condition will be deemed to have been satisfied even if any representations and warranties of Sunshine Acquisition Corporation and Merger Co are not so true and correct, unless the failure of such representations and warranties of Sunshine Acquisition Corporation and Merger Co to be so true and correct, individually or in the aggregate, would prevent the consummation of the merger or prevent Sunshine Acquisition Corporation or Merger Co from performing its obligations under the merger agreement; and
	•	Merger Co must have performed, in all material respects, all obligations required to be performed by it under the merger agreement.

	•	by mutual written consent of Sunshine Acquisition Corporation and us;
	•	by either Sunshine Acquisition Corporation or us if the effective time shall not have occurred on or before January 31, 2006; provided, however, that the right to terminate the merger agreement shall not be available to the party whose failure to fulfill any obligation under the merger agreement has been the cause of, or resulted in, the failure of the effective time to occur on or before such date;
	•	by either Sunshine Acquisition Corporation or us if any court or governmental agency enacts, issues, promulgates, enforces or enters any injunction, order, decree or ruling or takes any other action (including the failure to take an action) which, in either such case, has become final and non-appealable and has the effect of making consummation of the merger illegal or otherwise preventing or prohibiting consummation of the merger;

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	•	by Sunshine Acquisition Corporation if (1) any of our representations and warranties in the merger agreement are or become untrue or inaccurate, or (2) we breach any of our covenants or agreements in the merger agreement, and, in either such case, we cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to us;
	•	by us if (1) any of the representations and warranties of either Sunshine Acquisition Corporation or Merger Co in the merger agreement are or become untrue or inaccurate, or (2) Sunshine Acquisition Corporation or Merger Co breach any of their respective covenants or agreements in the merger agreement, and, in either such case, Sunshine Acquisition Corporation or Merger Co cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to Sunshine Acquisition Corporation or Merger Co, as applicable;
	•	by either Sunshine Acquisition Corporation or us if the stockholders fail to adopt the merger agreement at the special meeting;
	•	by Sunshine Acquisition Corporation if our board of directors or the independent committee (1) changes its recommendation concerning the merger, (2) takes any position contemplated by Rule 14e-2(a) of the Exchange Act with respect to any acquisition proposal other than recommending rejection of such acquisition proposal, or (3) fails to include in this proxy statement its recommendation that stockholders adopt and approve the merger agreement and the merger;
	•	by us, if our board or the independent committee approves a superior proposal or recommends a superior proposal to our stockholders, provided that:

	•	the superior proposal did not result from a breach by us of the no solicitation provisions of the merger agreement;
	•	our board or the independent committee provides prior written notice to Sunshine Acquisition Corporation that we are prepared to terminate the merger agreement to enter into an agreement with respect to a superior proposal, which shall attach the most current version of any written agreement relating to the transaction that constitutes a superior proposal, the identity of the party making the proposal and any other material terms and conditions thereof;
	•	Sunshine Acquisition Corporation does not make, within two business days after the receipt of such notice, a binding, written and complete proposal that our board or the independent committee determines in good faith, after consultation with its financial advisor, is at least as favorable from a financial point of view to our stockholders as the acquisition proposal that constituted a superior proposal and which, by its terms, may be accepted at any time within such two business day period (or such subsequent two business day period, as the case may be); and
	•	we pay Sunshine Acquisition Corporation a termination fee of $30 million.

	•	If (1) at or prior to the termination date, a person or group makes an acquisition proposal to us or our stockholders or an acquisition proposal is otherwise publicly announced, and (2) no later than 12 months after the termination date, we enter into, or submit to our stockholders for adoption, an agreement with respect to an acquisition proposal, or an acquisition proposal (which in each case need not be the same acquisition proposal as the acquisition proposal described in clause (1)) is

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		consummated, provided that for this purpose the reference in the definition of acquisition proposal to 20% will be replaced by 50%, and:

	•	Sunshine Acquisition Corporation or we terminate the merger agreement because the effective time shall not have occurred on or before January 31, 2006;
	•	Sunshine Acquisition Corporation or we terminate the merger agreement because the merger agreement fails to receive stockholder approval; or
	•	Sunshine Acquisition Corporation terminates the merger agreement because (1) any of our representations and warranties in the merger agreement are or become untrue or inaccurate, or (2) we breach any of our covenants or agreements in the merger agreement, and, in either such case, we cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to us.

	•	Sunshine Acquisition Corporation terminates the merger agreement because our board of directors or the independent committee (1) changes its recommendation concerning the merger, (2) takes any position contemplated by Rule 14e-2(a) of the Exchange Act with respect to any acquisition proposal, other than recommending rejection of such acquisition proposal, or (3) fails to include in this proxy statement its recommendation that stockholders adopt and approve the merger agreement and the merger; or
	•	We terminate the merger agreement because our board or the independent committee approves a superior proposal or recommends a superior proposal to our stockholders in accordance with the provisions discussed in “— Termination of the Merger Agreement.”

	•	We terminate the merger agreement because (1) any of the representations and warranties of either Sunshine Acquisition Corporation or Merger Co in the merger agreement are or become untrue or inaccurate, or (2) Sunshine Acquisition Corporation or Merger Co breaches any of their respective covenants or agreements in the merger agreement, and, in either such case, Sunshine Acquisition Corporation or Merger Co cannot satisfy the applicable condition to close and such breach has not been, or cannot be, cured within 30 days after notice to Sunshine Acquisition Corporation or Merger Co, as applicable; and
	•	At the time of such termination, we are not in material breach of any representation, warranty, covenant or agreement contained in the merger agreement and none of our representations or warranties has become untrue such that we would not be able to satisfy Sunshine Acquisition Corporation’s condition to close.

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	•	be a holder of record of shares of our common stock on the date that the written demand for appraisal is made, and you must continue to hold the shares of record through the effective date of the merger;
	•	deliver to us a written demand for appraisal of your shares of SS&C common stock before the vote of stockholders with respect to the adoption of the merger agreement is taken; and
	•	not vote in favor of the adoption of the merger agreement.

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			SS&C Common
			Stock
			High				Low
Fiscal Year Ended December 31, 2003
	First Quarter		$	8.37			$	5.83
	Second Quarter			11.39				7.74
	Third Quarter			14.08				10.40
	Fourth Quarter			21.95				12.40
Fiscal Year Ended December 31, 2004
	First Quarter			34.23				18.15
	Second Quarter			30.88				17.26
	Third Quarter			21.74				15.05
	Fourth Quarter			24.53				17.80
Fiscal Year Ending December 31, 2005
	First Quarter		$	25.20			$	19.08
	Second Quarter			32.52				21.30
	Third Quarter through September 29, 2005			36.90				31.44

July 27, 2005		$	33.00
, 2005		$

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			Six Months Ended								Year Ended
			June 30,								December 31,
			2005				2004				2004				2003				2002				2001				2000
			(In thousands, except per share data)
Statement of Operations Data:
Revenues			$	68,129			$	43,673			$	95,888			$	65,531			$	62,434			$	56,369			$	61,406
Gross profit				41,694				28,493				62,118				45,105				41,445				36,118				36,986
Income before income taxes				20,140				13,549				31,040				19,337				12,300				6,487				3,333
Net income				12,558				8,183				19,010				11,796				7,305				4,022				2,172
Net income per share(1)
	Basic earnings per share		$	0.54			$	0.43			$	0.90			$	0.63			$	0.38			$	0.18			$	0.09
	Shares used in basic per share calculation			23,078				19,229				21,185				18,617				19,473				22,506				23,877
	Diluted earnings per share		$	0.52			$	0.40			$	0.84			$	0.59			$	0.36			$	0.18			$	0.09
	Shares used in diluted per share calculation			24,230				20,672				22,499				19,832				20,531				22,752				23,943
Cash dividends declared per share			$	—			$	0.07			$	0.22			$	0.067			$	—			$	—			$	—
Balance Sheet Data (at period end):
Cash and cash equivalents			$	16,417			$	41,926			$	28,913			$	15,261			$	18,336			$	28,425			$	20,690
Investments in marketable securities				8,754				73,991				101,922				37,120				23,383				31,077				35,840
Current assets				57,794				134,824				145,987				63,006				54,909				72,115				72,529
Working capital (deficit)				(4,250	)			105,455				116,418				42,009				36,699				56,284				54,330
Non-current assets				239,155				41,466				39,676				19,579				20,571				16,664				18,329
Total assets				296,949				176,290				185,663				82,585				75,480				88,779				90,858
Current liabilities				62,044				29,369				29,569				20,997				18,210				15,831				18,199
Non-current liabilities				58,233				—				—				—				—				—				5
Stockholders’ equity				176,672				146,921				156,094				61,588				57,270				72,948				72,654

(1)	Earnings per share have been restated for all periods presented to reflect a three-for-two common stock split in the form of a common stock dividend effective on March 5, 2004.

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			Six Months Ended								Year Ended
			June 30,								December 31,
			2005				2004				2004				2003
			(dollars in thousands)
Income before income taxes			$	20,140			$	13,549			$	31,040			$	19,337
Interest expense and amortization of deferred financing costs				700				5				9				2
Portion of rentals deemed to be a reasonable approximation of the interest factor				926				496				1,052				1,046
Income available for fixed charges			$	21,766			$	14,050			$	32,101			$	20,385
Fixed Charges:
	Interest expense and amortization of deferred financing costs		$	700			$	5			$	9			$	2
	Portion of rentals deemed to be a reasonable approximation of the interest factor			926				496				1,052				1,046
Total fixed charges			$	1,626			$	501			$	1,061			$	1,048
Ratio of earnings to fixed charges				13.4				28.0				30.3				19.5

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Name		Title
Claudius E. Watts IV		Director, President
Todd Newnam		Vice President
Campbell R. Dyer		Secretary and Treasurer

	•	Claudius E. Watts, IV, 43, is a managing director of The Carlyle Group and has been associated with The Carlyle Group since 2000. Prior to joining The Carlyle Group, Mr. Watts was a managing director in the First Union Securities, Inc. mergers and acquisitions group.
	•	Todd Newnam, 34, is a principal of The Carlyle Group and has been associated with The Carlyle Group since 2000. Prior to joining The Carlyle Group, Mr. Newnam was a vice president in the First Union Securities, Inc. mergers and acquisitions group.
	•	Campbell R. Dyer, 31, is a vice president of The Carlyle Group and has been associated with The Carlyle Group since 2002. Immediately prior to becoming associated with the Carlyle Group, Mr. Dyer attended Harvard Business School. Prior to attending business school, Mr. Dyer was an associate with the private equity firm William Blair Capital Partners. Mr. Dyer’s prior work experience also includes serving as an investment banking analyst in the mergers and acquisitions group of Bowles Hollowell Conner & Co.(now Wachovia Securities).

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	•	each person known to SS&C to beneficially own more than 5% of the outstanding shares of our common stock,
	•	each of our directors,
	•	our chief executive officer and each of our four other executive officers, and
	•	all executive officers and directors as a group.

		Amount and Nature of
		Beneficial Ownership(1)
		Number of				Percent of
Name of Beneficial Owner		Shares				Class
5% Stockholders:
William C. Stone(2)			6,353,270				26.5	%
Barclays Global Investors, N.A. and affiliates(3)			2,159,031				9.2	%
Other Directors:
David W. Clark, Jr.(4)			162,500				*
Joseph H. Fisher(5)			107,850				*
William C. (Curt) Hunter			5,000				*
Albert L. Lord(6)			134,300				*
Jonathan M. Schofield(7)			74,900				*
Other Named Executive Officers:
Normand A. Boulanger(8)			230,308				*
Patrick J. Pedonti(9)			81,654				*
Stephen V.R. Whitman(10)			28,042				*
Kevin Milne(11)			11,718				*
All executive officers and directors as a group (10 persons)(12)			7,189,542				29.2	%

	*	Less than 1%

	(1)	The number of shares beneficially owned by each stockholder, named executive officer and director is determined under rules promulgated by the Securities and Exchange Commission and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire either currently or at any time within the 60-day period following July 31, 2005 through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity.

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	(2)	Includes 481,250 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.
	(3)	The Schedule 13G filed with the Securities and Exchange Commission by Barclays Global Investors, N.A. and affiliates on February 14, 2005 indicates that Barclays Global Investors, N.A. beneficially owns 1,372,865 shares, Barclays Global Fund Advisors beneficially owns 146,206 shares, Barclays Bank PLC beneficially owns 54,900 shares and Palomino Limited owns 4 shares. All information in the Schedule 13G is as of December 31, 2004. The address of Barclays Global Investors, N.A. and its affiliates is 45 Fremont Street, San Francisco, CA 94105.
	(4)	Consists of 50,000 shares held directly by Mr. Clark, 30,000 shares held by the David and Anna Clark Family Limited Partnership, of which Mr. Clark is a general partner, and 87,500 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005. Mr. Clark disclaims beneficial ownership of the shares held by the David and Anna Clark Family Limited Partnership except to the extent of his proportionate pecuniary interest therein.
	(5)	Consists of 18,100 shares held directly by Mr. Fisher, 2,250 shares held by Linda L. Luchs, Mr. Fisher’s spouse, and 87,500 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.
	(6)	Includes 50,000 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.
	(7)	Includes 45,000 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.
	(8)	Includes 222,808 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.
	(9)	Includes 80,154 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.

(10)	Includes 26,392 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005 and 150 shares owned by the estate of Alexander H. Whitman, Mr. Whitman’s father, of which Mr. Whitman is co-executor. Mr. Whitman disclaims beneficial ownership of the shares held by his father’s estate.
(11)	Consists of 11,718 shares subject to outstanding options exercisable on or within the 60-day period following July 31, 2005.
(12)	Includes an aggregate of 1,102,322 shares subject to outstanding stock options exercisable on or within the 60-day period following July 31, 2005.

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		Total Number of				Range of Prices				Average Price
Period		Shares Purchased				Paid per Share				Paid per Share
2005
Third Quarter (through September 29, 2005)			0				—				—
Second Quarter			0				—				—
First Quarter			259,050			$	21.04 - $22.42			$	21.56
2004
Fourth Quarter			0				—				—
Third Quarter			0				—				—
Second Quarter			0				—				—
First Quarter			0				—				—
2003
Fourth Quarter			199,215			$	14.89 - $19.39			$	17.50
Third Quarter			384,150			$	10.95 - $13.73			$	12.47
Total			842,415			$	10.95 - $22.42			$	16.45

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				Base
				Compensation
Name		Title		(Annual Rate) ($)
William C. Stone		Chairman of the Board and Chief Executive Officer		$	500,000
Normand A. Boulanger		President and Chief Operating Officer			350,000
Patrick J. Pedonti		Senior Vice President and Chief Financial Officer			200,000
Stephen V.R. Whitman		Senior Vice President and General Counsel			190,000
Kevin Milne		Senior Vice President — International			383,178	*

*	The base compensation figure for Mr. Milne is based on the pound-dollar exchange rate as of March 8, 2005.

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	•	Our Annual Report on Form 10-K for our fiscal year ended December 31, 2004;
	•	Our Quarterly Report on Form 10-Q for our fiscal quarter ended March 31, 2005;
	•	Our Quarterly Report on Form 10-Q for our fiscal quarter ended June 30, 2005; and
	•	Our Current Reports on Form 8-K filed on March 2, 2005, March 3, 2005, March 9, 2005, April 15, 2005, April 25, 2005, as amended June 30, 2005, May 20 2005, as amended June 7, 2005, June 2, 2005, July 7, 2005, July 28, 2005 (with respect to Items 1.01, 2.03, 8.01 and 9.01) and August 30, 2005.

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					Page
ARTICLE I. THE MERGER						A-4
	Section 1.01		The Merger			A-4
	Section 1.02		Closing			A-4
	Section 1.03		Effective Time			A-4
	Section 1.04		Effect of the Merger			A-5
	Section 1.05		Certificate of Incorporation; Bylaws			A-5
	Section 1.06		Directors and Officers			A-5
ARTICLE II. CONVERSION OF SECURITIES; EXCHANGE OF CERTIFICATES						A-5
	Section 2.01		Conversion of Securities			A-5
	Section 2.02		Exchange of Certificates			A-5
	Section 2.03		Stock Transfer Books			A-7
	Section 2.04		Options and Warrants			A-7
	Section 2.05		Dissenting Shares			A-8
ARTICLE III. REPRESENTATIONS AND WARRANTIES OF THE COMPANY						A-8
	Section 3.01		Organization and Qualification			A-8
	Section 3.02		Certificate of Incorporation and Bylaws			A-9
	Section 3.03		Capitalization			A-9
	Section 3.04		Authority Relative to This Agreement			A-10
	Section 3.05		No Conflict; Required Filings and Consents			A-10
	Section 3.06		Permits; Compliance			A-11
	Section 3.07		SEC Filings; Financial Statements; Undisclosed Liabilities			A-12
	Section 3.08		Affiliate Transactions			A-12
	Section 3.09		Absence of Certain Changes or Events			A-12
	Section 3.10		Absence of Litigation			A-13
	Section 3.11		Employee Benefit Plans			A-13
	Section 3.12		Labor and Employment Matters			A-14
	Section 3.13		Real Property			A-15
	Section 3.14		Intellectual Property			A-15
	Section 3.15		Taxes			A-17
	Section 3.16		Environmental Matters			A-18
	Section 3.17		Specified Contracts			A-18
	Section 3.18		Insurance			A-20
	Section 3.19		Board Approval; Vote Required			A-20
	Section 3.20		Opinions of Financial Advisors			A-20
	Section 3.21		Brokers			A-21
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER CO						A-21
	Section 4.01		Corporate Organization			A-21
	Section 4.02		Certificate of Incorporation and Bylaws			A-21
	Section 4.03		Authority Relative to This Agreement			A-21
	Section 4.04		No Conflict; Required Filings and Consents			A-21
	Section 4.05		Absence of Litigation			A-22
	Section 4.06		Operations of Merger Co			A-22
	Section 4.07		Financing			A-22

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					Page
	Section 4.08		Guarantee			A-22
	Section 4.09		Brokers			A-23
	Section 4.10		Ownership of Company Common Stock			A-23
ARTICLE V. CONDUCT OF BUSINESS PENDING THE MERGER						A-23
	Section 5.01		Conduct of Business by the Company Pending the Merger			A-23
ARTICLE VI. ADDITIONAL AGREEMENTS						A-25
	Section 6.01		Proxy Statement; Other Filings			A-25
	Section 6.02		Company Stockholders’ Meeting			A-26
	Section 6.03		Access to Information; Confidentiality			A-27
	Section 6.04		Acquisition Proposals			A-27
	Section 6.05		Directors’ and Officers’ Indemnification and Insurance			A-29
	Section 6.06		Employee Benefits Matters			A-30
	Section 6.07		Notification of Certain Matters			A-31
	Section 6.08		Financing			A-31
	Section 6.09		Further Action; Reasonable Best Efforts			A-32
	Section 6.10		Public Announcements			A-33
	Section 6.11		Resignations			A-33
ARTICLE VII. CONDITIONS TO THE MERGER						A-33
	Section 7.01		Conditions to the Obligations of Each Party			A-33
	Section 7.02		Conditions to the Obligations of Parent and Merger Co			A-33
	Section 7.03		Conditions to the Obligations of the Company			A-34
ARTICLE VIII. TERMINATION, AMENDMENT AND WAIVER						A-35
	Section 8.01		Termination			A-35
	Section 8.02		Effect of Termination			A-36
	Section 8.03		Fees and Expenses			A-36
	Section 8.04		Amendment			A-37
	Section 8.05		Waiver			A-37
ARTICLE IX. GENERAL PROVISIONS						A-37
	Section 9.01		Non-Survival of Representations, Warranties and Agreements			A-37
	Section 9.02		Notices			A-38
	Section 9.03		Certain Definitions			A-38
	Section 9.04		Severability			A-43
	Section 9.05		Entire Agreement; Assignment			A-43
	Section 9.06		Parties in Interest			A-43
	Section 9.07		Governing Law			A-43
	Section 9.08		Specific Performance; Submission to Jurisdiction			A-43
	Section 9.09		Waiver of Jury Trial			A-44
	Section 9.10		Headings			A-44
	Section 9.11		Counterparts			A-44

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	(i) any limited liability company agreement, joint venture or other similar agreement or arrangement with respect to any material business of the Company and the Subsidiaries, taken as a whole, other than any such limited liability company, partnership or joint venture that is a wholly-owned Subsidiary;
	(ii) any Contract or Contracts relating to or evidencing Indebtedness in an amount in excess of $1,000,000, individually or in the aggregate, other than equipment leases entered into in the ordinary course of business that do not exceed $5,000,000 in the aggregate;

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	(iii) any Contract filed or required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed or required to be disclosed by the Company in a Current Report on Form 8-K, other than Plans disclosed in Section 3.11(a) of the Company Disclosure Schedule;
	(iv) any material Contract that purports to limit the right of the Company or the Subsidiaries or any Affiliate of the Company (A) to engage or compete in any line of business or (B) to compete with any Person or operate in any location;
	(v) any Contract that (A) contains most favored customer pricing provisions with any third party (other than Contracts entered into in the ordinary course of business consistent with past practice) or (B) grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person, in the case of each of (A) and (B) in a manner which is material to the business of the Company and its Subsidiaries, taken as a whole;
	(vi) any Contract entered into after January 1, 2002, or not yet consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of any Person for aggregate consideration under such Contract in excess of $5,000,000 individually, or $10,000,000 in the aggregate;
	(vii) any Contract of the type specified in Section 5.01(n) or between or among the Company or a Subsidiary, on the one hand, and any of their respective Affiliates (other than the Company or any Subsidiary), on the other hand, that involves amounts of more than $60,000;
	(viii) any acquisition Contract pursuant to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations;
	(ix) any Contract that, individually or in the aggregate, would, or would reasonably be expected to, prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement;
	(x) any Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any Subsidiary would be required to purchase or sell, as applicable, any ownership interests of any Person;
	(xi) any Contract with any customer of the Company or any Subsidiary providing for annual payments to the Company and its Subsidiaries in excess of $1,000,000 during the Company’s 2004 fiscal year or the Company’s 2005 fiscal year;
	(xii) any Contract with any supplier of the Company or any Subsidiary providing for annual payments from the Company and its Subsidiaries in excess of $250,000 during the Company’s 2004 fiscal year or the Company’s 2005 fiscal year;
	(xiii) any annual software maintenance contract or agreement (an “Annual Maintenance Agreement”) providing for payments to the Company and its Subsidiaries of $250,000 or more during the Company’s 2004 fiscal year or the Company’s 2005 fiscal year;
	(xiv) any Contract providing for payments to the Company and its Subsidiaries of $250,000 or more during the Company’s 2004 fiscal year or the Company’s 2005 fiscal year in which the Company or any Subsidiary performs any processing services for a third party, including, but not limited to, receipt and reconciliation of third-party data and/or reporting reconciliation of data to a third party;
	(xv) any Lease; and
	(xvi) any Third Party Licenses related to the Company’s or any Subsidiary’s use of third party Computer Software that, if the Company or any of its Subsidiaries did not have the right to make, use, offer for sale, sell, import, license, transfer, sublicense or otherwise exploit, would have, or would reasonably be expected to have, a Company Material Adverse Effect.

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	(a) amend or otherwise change the Certificate of Incorporation or Bylaws of the Company;
	(b) issue, deliver, sell, transfer, dispose of, pledge or encumber any shares of its capital stock or equity interests, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares of capital stock or equity interests, voting securities or convertible securities, other than (i) the issuance of shares of Company Common Stock issuable pursuant to Company Stock Options and Company Warrants outstanding on the date hereof and set forth in Section 3.03(a)(i) of the Company Disclosure Schedule, (ii) the issuance of shares of Company Common Stock upon exercise of rights to purchase shares of Company Common Stock outstanding under the ESPP as of the date hereof and set forth in Section 3.03(a)(i) of the Disclosure Schedule or (iii) the issuance of shares of Company Common Stock or options therefor to newly hired or promoted employees of the Company or any Subsidiary (other than executive officers of the Company) pursuant to the Company Stock Plans in the ordinary course of business consistent with past practice; provided, that such options have a per share exercise price equal to or greater than the Merger Consideration;
	(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or equity interests, except for dividends by any direct or indirect wholly owned Subsidiary to the Company or any other wholly owned Subsidiary;
	(d) other than in the case of wholly-owned Subsidiaries and other than cashless exercises of Company Stock Options in accordance with their terms, reclassify, combine, split, subdivide or

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	redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock or equity interests of the Company or any Subsidiary;
	(e) (i) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination) any corporation, partnership, other business or business organization or any division or business unit thereof; provided that, the Company may consummate the acquisition transactions described in Section 5.01(e) of the Company Disclosure Schedule on the terms described therein; provided that, the Company shall provide to Parent, immediately upon the signing of the definitive documentation in respect of any such acquisition, all financial information that the Company would be required to file with the SEC on Form 8-K following the consummation of such acquisition transaction as a result of the consummation of such acquisition transaction; (ii) incur, guarantee or modify any Indebtedness, other than the incurrence of Indebtedness under the Company’s $75,000,000 senior unsecured revolving credit facility, dated as of April 13, 2005, as amended, among the Company, Fleet National Bank, and the other lenders and agents named therein, in the ordinary course of business; (iii) except to the extent the amount is reflected in the 2005 operating budget of the Company provided to Parent and Merger Co prior to the date hereof, authorize, or make any commitment with respect to, any single capital expenditure which is in excess of $500,000 or capital expenditures which are, in the aggregate, in excess of $2,000,000; (iv) enter into any new line of business; (v) other than in the ordinary course of business, make any loans, advances or capital contributions to, or investments in, Persons other than wholly owned Subsidiaries or (vi) other than in the ordinary course of business and consistent with past practice, sell, lease, license, encumber or otherwise dispose of (by merger, consolidation, sale of stock or assets or otherwise) any of its material assets;
	(f) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any Subsidiary (other than the Merger);
	(g) (i) increase the salary, wages, benefits, bonuses or other compensation payable or to become payable to its current or former directors, officers or employees, except for increases required under employment agreements existing on the date hereof and disclosed to Parent; (ii) enter into any employment, change of control or severance agreement with, or establish, adopt, enter into or amend any Plan, bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, welfare, deferred compensation, employment, change of control, termination, severance or other benefit plan, agreement, policy or arrangement for the benefit of, any current or former director, officer or employee; (iii) exercise any discretion to accelerate the vesting or payment of any compensation or benefit under any Plan; (iv) grant any new awards under any Plan or (v) take any action to fund the payment of compensation or benefits under any Plan except, in the case of clauses (i), (ii) and (v), in the ordinary course of business, consistent with past practices with respect to employees that are not officers or directors, or as may be required by the terms of any such plan, agreement, policy or arrangement in effect on the date hereof or to comply with applicable law;
	(h) (i) except as required by Law or the Treasury Regulations promulgated under the Code, make any change (or file any such change) in any method of Tax accounting for a material amount of Taxes or (ii) make, change or rescind any material Tax election, settle or compromise any material Tax liability, file any amended Tax Return involving a material amount of additional Taxes (except as required by Law), enter into any closing agreement relating to a material amount of Taxes, or waive or extend the statute of limitations in respect of Taxes (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), other than, in each case, in the ordinary course of business and consistent with past practice;
	(i) make any change to its methods of accounting in effect as of June 30, 2005, except (i) as required by changes in GAAP or (ii) as may be required by a change in applicable Law;
	(j) write up, write down or write off the book value of any of its assets, other than (i) in the ordinary course of business and consistent with past practice or (ii) as may be required by GAAP;

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	(k) waive, settle or satisfy any material claim (which shall include, but not be limited to, any pending or threatened material Action), other than in the ordinary course of business and consistent with past practice;
	(l) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business in any respect material to the business of the Company and the Subsidiaries, taken as a whole;
	(m) other than in the ordinary course of business and on terms not materially adverse to the Company and the Subsidiaries taken as a whole, enter into, amend, modify, cancel or consent to the termination of any Specified Contract or any Contract that would be a Specified Contract if in effect on the date of this Agreement;
	(n) enter into, renew or amend in any material respect any transaction, agreement, arrangement or understanding between (i) the Company or any Subsidiaries, on the one hand, and (ii) any Affiliate of the Company (other than any of the Company’s Subsidiaries), on the other hand, of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act;
	(o) (i) assign, transfer, license or sublicense, mortgage or encumber any material Intellectual Property, except for non-exclusive licenses or non-exclusive sublicenses of Owned Intellectual Property in the ordinary course of business, or (ii) fail to pay any fee, take any action or make any filing reasonably necessary to maintain its ownership of the material Owned Intellectual Property;
	(p) (i) take any action that would reasonably be likely to prevent or materially delay satisfaction of the conditions contained in Section 7.01 or 7.02 or the consummation of the Merger, or (ii) take any action that would have or would reasonably be expected to have a Company Material Adverse Effect; or
	(q) announce an intention, enter into any formal or informal agreement or otherwise make a commitment, to do any of the foregoing.

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	(A) such Superior Proposal did not result from a breach by the Company of this Section 6.04;
	(B) the Company Board or the Independent Committee shall have first provided prior written notice to Parent that it is prepared to terminate this Agreement to enter into an agreement with respect to a Superior Proposal, which notice shall attach the most current version of any written agreement relating to the transaction that constitutes such Superior Proposal, the identity of the party making such Superior Proposal and any other material terms and conditions thereof;
	(C) Parent does not make, within two business days after the receipt of such notice (it being understood and agreed that any change to the financial or other material terms of such Superior Proposal shall require a new notice to Parent and a new two day business period), a binding, written and complete (including any schedules or exhibits) proposal that the Company Board or the Independent Committee determines in good faith, after consultation with its financial advisor, causes the Acquisition Proposal that constituted a Superior Proposal to no longer constitute a Superior

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	Proposal and which, by its terms, may be accepted at any time within such two business day period (or such subsequent two business day period, as the case may be); and
	(D) in the event of any termination of this Agreement by the Company pursuant to this paragraph, the Company pays the Company Termination Fee under Section 8.03(b) concurrently with and as a condition of such termination.

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	(a) Company Stockholder Approval. This Agreement shall have been adopted by the requisite affirmative vote of the stockholders of the Company in accordance with the DGCL and the Company’s Certificate of Incorporation.
	(b) Antitrust Approvals and Waiting Periods. Any waiting period (and any extension thereof) applicable to the consummation of the Merger and the transactions contemplated by the Contribution Agreement and the Equity Funding Letter under applicable United States antitrust Laws, including the HSR Act and applicable foreign antitrust or competition Laws, shall have expired or been terminated, and any approvals required thereunder shall have been obtained.
	(c) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger.
	(d) Governmental Consents. Any other approval of any Governmental Authority or waiting periods under any applicable law or regulation of any Governmental Authority shall have been obtained or have expired (without the imposition of any material condition) if the failure to obtain any such approval or the failure of any such waiting period to expire would constitute a material violation of Law or subject any party to any material fine or other material adverse consequences.

	(a) Representations and Warranties.

(i) The representations and warranties set forth in Section 3.03 and Section 3.04 shall be true and correct in all material respects as of the Closing Date as though made on and as of such date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); and

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(ii) The other representations and warranties of the Company set forth in this Agreement shall be true and correct (disregarding any Company Material Adverse Effect, materiality or similar qualifiers therein) as of the Effective Time as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct (disregarding any Company Material Adverse Effect, materially or similar qualifiers) as of such earlier date); provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this Section 7.02(a)(ii) shall be deemed to have been satisfied even if the representations and warranties of the Company are not so true and correct, unless the failure of such representations and warranties of the Company to be so true and correct, individually or in the aggregate, has had, or would reasonably be expected to have, a Company Material Adverse Effect.

	(b) Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
	(c) Officer’s Certificate. The Company shall have delivered to each of Parent and Merger Co a certificate, dated the date of the Closing, signed by an officer on behalf of the Company and certifying as to the satisfaction of the conditions specified in Sections 7.02(a) and 7.02(b).
	(d) No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any event, circumstance, development, change or effect that has had, or could reasonably be expected to have, a Company Material Adverse Effect.
	(e) Debt Financing. The Company, Parent or Merger Co shall have received the proceeds of the Debt Financing on the terms set forth in the Commitment Letter or the proceeds of alternate debt financing on the terms and conditions set forth in the alternate commitment letters described in Section 6.08(c) in the same amount and on terms and conditions no less favorable to Parent and Merger Co than those included in the Commitment Letter.
	(f) Dissenting Shares. The holders of not more than ten percent (10%) of the Shares outstanding immediately prior to the Effective Time that are entitled to appraisal of their Shares under Section 262 shall have properly demanded, and not withdrawn, demands for the appraisal of Shares that are eligible for appraisal under Section 262.
	(g) FIRPTA Affidavit. Prior to the Closing on the Closing Date, the Company shall cause to be delivered to Parent an executed affidavit, in accordance with Treasury Regulation Section 1.897-2(h)(2), certifying that an interest in the Company is not a U.S. real property interest within the meaning of Section 897(c) of the Code and sets forth the Company’s name, address and taxpayer identification number.
	(h) Third Party Consents. The third party consents listed on Section 7.02(h) of the Company Disclosure Schedule shall have been obtained and Parent shall have been provided with written evidence of such consents in a form reasonably acceptable to Parent.

(a) Representations and Warranties. The representations and warranties of Parent and Merger Co set forth in this Agreement shall be true and correct (disregarding any materiality or similar qualifiers therein) as of the Effective Time as though made on and as of such date and time (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); provided, however, that notwithstanding anything herein to the contrary, the condition set forth in this 7.03(a) shall be deemed to have been satisfied even if any representations and warranties of Parent

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	and Merger Co are not so true and correct, unless the failure of such representations and warranties of Parent and Merger Co to be so true and correct, individually or in the aggregate, would prevent the consummation of the Merger or prevent Parent or Merger Co from performing its obligations under this Agreement.
	(b) Agreements and Covenants. Merger Co shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.
	(c) Officer’s Certificate. Merger Co shall have delivered to the Company a certificate, dated the date of the Closing, signed by an officer on behalf of Merger Co, certifying as to the satisfaction of the conditions specified in Sections 7.03(a) and 7.03(b).

	(a) by mutual written consent of Parent and the Company;
	(b) by either Parent or the Company if the Effective Time shall not have occurred on or before January 31, 2006 (the “Expiration Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to the party whose failure to fulfill any obligation under this Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before such date;
	(c) by either Parent or the Company if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling or taken any other action (including the failure to have taken an action) which, in either such case, has become final and non-appealable and has the effect of making consummation of the Merger illegal or otherwise preventing or prohibiting consummation of the Merger;
	(d) by Parent if (i) any of the representations and warranties of the Company herein are or become untrue or inaccurate such that Section 7.02(a) would not be satisfied, or (ii) there has been a breach on the part of the Company of any of its covenants or agreements herein such that Section 7.02(b) would not be satisfied, and, in either such case, such breach has not been, or cannot be, cured within 30 days after notice to the Company;
	(e) by the Company if (i) any of the representations and warranties of either Parent or Merger Co herein are or become untrue or inaccurate such that Section 7.03(a) would not be satisfied, or (ii) there has been a breach on the part of either Parent or Merger Co of any of its covenants or agreements herein such that Section 7.03(b) would not be satisfied, and, in either such case, such breach has not been, or cannot be, cured within 30 days after notice to Parent or Merger Co, as applicable;
	(f) by either Parent or the Company if this Agreement shall fail to receive the Stockholder Approval at the Company Stockholders’ Meeting;
	(g) by Parent if the Company Board or the Independent Committee shall have (i) effected a Change of Board Recommendation, (ii) taken any position contemplated by Rule 14e-2(a) of the

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	Exchange Act with respect to any Acquisition Proposal other than recommending rejection of such Acquisition Proposal, or (iii) failed to include in the Proxy Statement distributed to stockholders its recommendation that stockholders adopt and approve this Agreement and the Merger; or
	(h) by the Company pursuant to and in accordance with the terms of Section 6.04(d).

	(i) by Parent or the Company pursuant to Section 8.01(b) or (f), or by Parent pursuant to Section 8.01(d), if (A) at or prior to the Termination Date, a Person or group shall have made an Acquisition Proposal to the Company or the stockholders of the Company or an Acquisition Proposal shall have otherwise become publicly announced and (B) no later than 12 months after the Termination Date, the Company enters into, or submits to the stockholders of the Company for adoption, an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal (which in each case need not be the same Acquisition Proposal as the Acquisition Proposal described in clause (A)) is consummated, then the Company will pay to Parent, on the date of the definitive agreement in respect of such Acquisition Proposal or, if earlier, the date of the consummation of the transaction in respect of such Acquisition Proposal, as may be applicable, the Company Termination Fee in immediately available funds, as directed by Parent in writing, provided, that for the purpose of this Section 8.03(b), all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”; or
	(ii) by Parent pursuant to Section 8.01(g) or by the Company pursuant to Section 8.01(h), then the Company shall pay to Parent, on the Termination Date, the Company Termination Fee, in immediately available funds, as directed by Parent in writing.

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	Sunshine Acquisition Corp.
	c/o The Carlyle Group
	101 South Tryon Street, 25th Floor
	Charlotte, NC 28280
	Attention: Claudius E. Watts IV
	Facsimile: (704) 632-0299

	Latham & Watkins LLP
	555 Eleventh Street, N.W.
	Tenth Floor
	Washington, DC 20004
	Attention: Daniel T. Lennon
	Facsimile: (202) 637-2201

	SS&C Technologies, Inc.
	80 Lamberton Road
	Windsor, CT 06095
	Attention: Stephen V.R. Whitman
	Facsimile: (860) 298-4969

	Wilmer Cutler Pickering Hale and Dorr LLP
	60 State Street
	Boston, MA 02109
	Attention: John A. Burgess
	Facsimile: (617) 526-5000

	Morris, Nichols, Arsht & Tunnell
	1201 North Market Street
	P.O. Box 2037
	Wilmington, DE 19899
	Attention: Frederick H. Alexander
	Facsimile: (302) 658-3989

	“Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

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	“beneficial owner”, with respect to any Shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act.
	“business day” means any day on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in The City of New York.
	“Company Material Adverse Effect” means any event, circumstance, development, change or effect that is, individually or in the aggregate with all other events, circumstances, developments, changes and effects, materially adverse to the business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole; provided that none of the following shall constitute, or shall be considered in determining whether there has occurred, and no event, circumstance, development, change or effect resulting primarily from any of the following shall constitute, a Company Material Adverse Effect: (i) the announcement of the execution of this Agreement, or the pendency of consummation of the Merger, (ii) changes in the national or world economy or financial markets as a whole or changes in general economic conditions that affect the industries in which the Company and its Subsidiaries conduct their business, so long as such conditions do not adversely affect the Company or its Subsidiaries in a materially disproportionate manner relative to other similarly situated participants in the industries or markets in which they operate, (iii) any change in any applicable Law, rule or regulation or GAAP or interpretation thereof after the date hereof, (iv) any failure by the Company to meet any published or internally prepared estimates of revenues or earnings for any period ending on or after the date of this Agreement and prior to the Closing (it being understood that the facts and circumstances giving rise to such failure may be deemed to constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect if such facts and circumstances are not otherwise included in clauses (i)-(iii) of this definition), and (v) a decline in the price of the Company Common Stock on the NASDAQ National Market (it being understood that the facts and circumstances giving rise to such decline may be deemed to constitute, and may be taken into account in determining whether there has been, a Company Material Adverse Effect if such facts and circumstances are not otherwise included in clauses (i)-(iii) of this definition).
	“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or credit arrangement or otherwise.
	“Environmental Laws” means all foreign, federal, state, or local statutes, common law, regulations, ordinances, codes, orders or decrees relating to the protection of the environment, including the ambient air, soil, surface water or groundwater, or relating to the protection of human health from exposure to Materials of Environmental Concern.
	“Indebtedness” means (i) indebtedness of the Company or any of its Subsidiaries for borrowed money (including the aggregate principal amount thereof, the aggregate amount of any accrued but unpaid interest thereon and any prepayment penalties or other similar amounts payable in connection with the repayment thereof on or prior to the Closing Date), (ii) obligations of the Company or any of its Subsidiaries evidenced by bonds, notes, debentures, letters of credit or similar instruments, (iii) obligations of the Company or any of its Subsidiaries under capitalized leases, (iv) obligations of the Company or any of its Subsidiaries under conditional sale, title retention or similar agreements or arrangements creating an obligation of the Company or any of its Subsidiaries with respect to the deferred purchase price of property, (v) obligations in respect of interest rate and currency obligation swaps, hedges or similar arrangements and (vi) all obligations of any of the Company or any of its Subsidiaries to guarantee any of the foregoing types of obligations on behalf of any Person other than the Company or any of its Subsidiaries.
	“knowledge of the Company” or “Company’s knowledge” means the actual knowledge of any executive officer of the Company.

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	“Liens” means any pledges, claims, liens, charges, encumbrances, options to purchase or lease or otherwise acquire any interest, conditional sales agreement, restriction (whether on voting, sale, transfer, disposition or otherwise) and security interests of any kind or nature whatsoever.
	“Materials of Environmental Concern” means any hazardous, acutely hazardous, or toxic substance or waste defined or regulated as such under Environmental Laws; petroleum, asbestos, lead, polychlorinated biphenyls, radon, or toxic mold; and any other substance the exposure to which would reasonably be expected, because of hazardous or toxic qualities, to result in liability under applicable Environmental Laws.
	“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, Person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.
	“subsidiary” or “subsidiaries” of the Company, the Surviving Corporation, Parent, Merger Co or any other Person means an Affiliate controlled by such Person, directly or indirectly, through one or more intermediaries, and, without limiting the foregoing, includes any entity in respect of which such Person, directly or indirectly, beneficially owns 50% or more of the voting securities or equity.
	“Tax” or “Taxes” means any and all federal, state, local and foreign income, gross receipts, payroll, employment, excise, stamp, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, real property, personal property, sales, use, transfer, value added, alternative or add-on minimum, estimated, or other taxes (together with interest, penalties and additions to tax imposed with respect thereto) imposed by any Governmental Authority.
	“Tax Returns” means returns, declarations, claims for refund, or information returns or statements, reports and forms relating to Taxes filed or required to be filed with any Governmental Authority (including any schedule or attachment thereto) with respect to the Company or the Subsidiaries, including any amendment thereof.

Defined Term		Location of Definition
Acquisition Proposal			§ 6.04
Action			§ 3.10
Affiliate			§ 9.03
Agreement			Preamble
Annual Maintenance Agreement			§ 3.17
beneficial owner			§ 9.03
business day			§ 9.03
Capitalization Date			§ 3.03
Certificate of Merger			§ 1.03
Certificates			§ 2.02
Change in Board Recommendation			§ 6.04
Closing			§ 1.02
Closing Date			§ 1.02
Code			§ 3.11
Commitment Letter			§ 4.07
Company			Preamble
Company Board			Recitals
Company Common Stock			§ 2.01
Company Disclosure Schedule			§ 2.04

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Defined Term		Location of Definition
Company Material Adverse Effect			§ 9.03
Company Permits			§ 3.06
Company Preferred Stock			§ 3.03
Company Stock Option Plans			§ 2.04
Company Stock Options			§ 2.04
Company Stock Plans			§ 3.03
Company Stockholders’ Meeting			§ 6.02
Company Warrants			§ 2.04
Company’s knowledge			§ 9.03
Computer Software			§ 3.14
Confidentiality Agreement			§ 6.03
Contract			§ 3.05
Contribution Agreement			Recitals
Control			§ 9.03
Debt Financing			§ 4.07
DGCL			§ 1.01
Dissenting Shares			§ 2.05
Effective Time			§ 1.03
Employee			§ 6.06
Environmental Laws			§ 9.03
Equity Funding Letter			§ 4.07
ERISA			§ 3.11
ERISA Affiliate			§ 3.11
ESPP			§ 3.03
Exchange Act			§ 3.05
Exchange Fund			§ 2.02
Expenses			§ 8.03
Expiration Date			§ 8.01
Financing			§ 4.07
Foreign Benefit Plan			§ 3.11
GAAP			§ 3.07
Governmental Authority			§ 3.05
Guarantee			§ 4.08
Guarantor			§ 4.08
HSR Act			§ 3.05
ICA			§ 3.05
Indebtedness			§ 9.03
Indemnified Parties			§ 6.05
Independent Committee			§ 3.19
Infringe			§ 3.14
Intellectual Property			§ 3.14
Investments			§ 3.03
IRS			§ 3.11
knowledge of the Company			§ 9.03

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Defined Term		Location of Definition
Law			§ 3.05
Leased Properties			§ 3.13
Leases			§ 3.13
Liens			§ 9.03
Material Subsidiary			§ 3.01
Materials of Environmental Concern			§ 9.03
Merger			Recitals
Merger Co			Preamble
Merger Consideration			§ 2.01
Multiemployer Plan			§ 3.11
Multiple Employer Plan			§ 3.11
Other Transactions			§ 3.04
Other Filings			§ 6.01
Owned Intellectual Property			§ 3.14
Owned Software			§ 3.14
Parent			Preamble
Parent Termination Fee			§ 8.03
Paying Agent			§ 2.02
Person			§ 9.03
Permitted Liens			§ 3.13
Plans			§ 3.11
Principal Stockholder			Recitals
Proxy Statement			§ 3.05
Purchaser Welfare Benefit Plans			§ 6.06
Representatives			§ 6.03
Sarbanes-Oxley Act			§ 3.06
Schedule 13E-3			§ 3.05
Scheduled Intellectual Property			§ 3.14
SEC			§ 3.05
SEC Reports			§ 3.07
Section 203			§ 3.19
Section 262			§ 2.02
Securities Act			§ 3.07
Shares			§ 2.01
Specified Contract			§ 3.17
Stockholder Approval			§ 3.19
subsidiary			§ 9.03
Subsidiary			§ 3.01
Superior Proposal			§ 6.04
Surviving Corporation			§ 1.01
Tax or Taxes			§ 9.03
Tax Returns			§ 9.03

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Defined Term		Location of Definition
Termination Date			§ 8.01
Third Party Licenses			§ 3.14
Voting Agreement			Recitals

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	SUNSHINE ACQUISITION CORPORATION

	By	/s/ Claudius E. Watts IV

	Name: Claudius E. Watts IV

	Title:	President

	SUNSHINE MERGER CORPORATION

	By	/s/ Claudius E. Watts IV

	Name: Claudius E. Watts IV

	Title:	President

	SS&C TECHNOLOGIES, INC.

	By	/s/ Patrick J. Pedonti

	Name: Patrick J. Pedonti

	Title:	Senior Vice President and Chief Financial Officer

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	(a) Dividends. The holders of the Common Stock shall be entitled to the payment of dividends when and as declared by the board of directors of the Corporation (the “Board”) out of funds legally available therefore and to receive other distributions from the Corporation, including distributions of contributed capital, when and as declared by the Board. Any dividends declared by the Board to the holders of the then outstanding Common Stock shall be paid to the holders thereof pro rata in accordance with the number of shares of Common Stock held by each such holder as of the record date of such dividend.
	(b) Liquidation, Dissolution or Winding Up. Subject to the rights of any holders of any class of preferred stock which may from time-to-time come into existence and which are then outstanding, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding Common Stock pro rata, in accordance with the number of shares of Common Stock held by each such holder.
	(c) Voting. Each holder of Common Stock shall have full voting rights and powers equal to the voting rights and powers of each other holder of Common Stock and shall be entitled to one (1) vote for each share of Common Stock held by such holder. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law, on all matters put to a vote of the stockholders of the Corporation.

	George Lofaso
	Latham & Watkins LLP
	885 Third Avenue
	New York, NY 10022

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	George Lofaso
	Incorporator

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	SUNSHINE ACQUISITION CORPORATION

	By	/s/ Claudius E. Watts IV

	Name: Claudius E. Watts IV
	Title: President
	SUNSHINE MERGER CORPORATION

	By	/s/ Claudius E. Watts IV

	Name: Claudius E. Watts IV
	Title: President
	SS&C TECHNOLOGIES, INC.

	By	/s/ Patrick J. Pedonti

	Name: Patrick J. Pedonti
	Title: Chief Financial Officer

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	/s/ SUNTRUST ROBINSON HUMPHREY
	SUNTRUST CAPITAL MARKETS, INC.

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	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of § 251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§ 251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or
	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under § 253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

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	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to § 228 or § 253 of this title, then either a constituent corporation before the effective date of the merger or consolidation or the surviving or resulting corporation within 10 days thereafter shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given, provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the

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	effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

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