##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  FOR ANNUAL AND TRANSITION
    REPORTS PURSUANT TO
 SECTIONS 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal
    year ended December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934   Commission file number: 000-28430
 SS&C Technologies,
    Inc.
 (Exact name of Registrant as
    Specified in Its Charter)
  Delaware

06-1169696(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)   80 Lamberton Road
 Windsor, CT 06095
 (Address of Principal Executive
    Offices, Including Zip Code)
  860-298-4500
 (Registrants Telephone
    Number, Including Area Code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  þ o
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  None.




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##### 





SS&C
    TECHNOLOGIES, INC.
  YEAR 2009
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.

Business


4Item 1A.

Risk Factors


23Item 1B.

Unresolved Staff Comments


32Item 2.

Properties


32Item 3.

Legal Proceedings


32Item 4.

Submission of Matters to a Vote of Security
    Holders


32PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


33Item 6.

Selected Financial Data


33Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


34Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


49Item 8.

Financial Statements and Supplementary Data


50Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


50Item 9A(T).

Controls and Procedures


50Item 9B.

Other Information


51PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


52Item 11.

Executive Compensation


54Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder MattersItem 13.

Certain Relationships and Related Transactions,
    and Director Independence


73Item 14.

Principal Accountant Fees and Services


75PART IVItem 15.

Exhibits and Financial Statement Schedules


76Signatures


77Consolidated Financial Statements


F-2Exhibit IndexEX-10.33 Amended and Restated Stock Option Agreement, dated February 16, 2010EX-12 Statement of Computation of Ratio of Earnings to Fixed ChargesEX-21 Subsidiaries of the RegistrantEX-31.1 Section 302 Certification of Chief Executive OfficerEX-31.2 Section 302 Certification of Chief Financial OfficerEX-32 Section 906 Certification of Chief Executive Officer and Chief Financial Officer   2




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##### Table of Contents



FORWARD-LOOKING
    INFORMATION
    and/or and/or and/or and/or and/or
   3




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##### Table of Contents



PART I  Item 1.
    Business    Company
    Overview
      Treasury,Alternative



Banks &

Institutional

Insurance &



Municipal

Real EstateSelected

Investment

Financial

Credit

Asset

Pension

Commercial

Finance

PropertyFunctionality

Managers

Markets

Unions

Managers

Funds

Lenders

Groups

ManagersPortfolio Management/Accounting


ü



ü



ü



ü



üTrading/Treasury Operations


ü



ü



ü



ü



üFinancial Modeling










ü







ü







üFund Administration Services


üLoan Management/Accounting










ü







ü



üMoney Market Processing










üProperty Management






























ü    4




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##### Table of Contents



Our
    Industry
      Opportunities
    Asset Classes and Securities Products Growing in Volume
    and Complexity.
  Increasing Regulatory Requirements and Investor Demand for
    Transparency.
 5




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Increasing Willingness to Implement Solutions from
    Independent Software Vendors and Outsource IT
    Operations. best-in-class end-to-end
  Intense Global Competition Among Financial Services
    Providers.
  Our
    Competitive Strengths
    Enhanced Capability Through Software
    Ownership.
  Broad Portfolio of Products and Services Focused on
    Financial Services Organizations.
 6




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##### Table of Contents



Independent Fund Administration
    Services.
  Highly Attractive Operating Model.
  Growing Contractually Recurring Revenues.
  Scalable Software and Software-enabled
    Services.
  Significant Operating Cash Flow.
  Highly Effective Sales and Marketing Model. day-to-day
  Deep Domain Knowledge and Extensive Industry
    Experience.
  Trusted Provider to Our Highly Diversified and Growing
    Client Base.
 7




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Superior Client Support and Focus.
  Our
    Growth Strategy
    Continue to Develop Software-Enabled Services and New
    Proprietary Software.
  Expand Our Client Base.
  Increase Revenues from Existing
    Clients.
  Continue to Capitalize on Acquisitions of Complementary
    Businesses and Technologies.
 8




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Strengthen Our International
    Presence.
  Our
    Acquisitions
        
    provide complementary products or services in the financial
    services industry;
    possess proven technology and an established client base that
    will provide a source of ongoing revenue and to whom we may be
    able to sell existing products and services.
    Expand our intellectual property portfolio to complement our
    business;
    address a highly specialized problem or a market niche in the
    financial services industry;
    expand our global reach into strategic geographic
    markets; and
    have solutions that lend themselves to being delivered as
    software-enabled services.   9




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##### Table of Contents



Acquisition Date

Acquired Business

Contract Purchase Price*

Acquired Capabilities, Products and ServicesMarch 1995

Chalke

$10,000,000

Expanded insurance footprint with PTS actuarial productNovember 1997

Mabel Systems

$850,000 and 109,224 shares

Entered Benelux market with investment accounting productDecember 1997

Shepro Braun Systems

1,500,000 shares

Entered hedge fund and family office markets with Total Return
    productMarch 1998

Quantra

$2,269,800 and 819,028 shares

Entered the real estate property management market with SKYLINE
    productApril 1998

The Savid Group

$821,500

Expanded debt & derivative product offeringsMarch 1999

HedgeWare

1,028,524 shares

Expanded product offerings for the hedge fund and family office
    marketsMarch 1999

Brookside

41,400 shares

Expanded our consulting services capabilitiesNovember 2001

Digital Visions

$1,350,000

Entered financial institutions market with BANC Mall, PALMS and
    PortPro productsJanuary 2002

Real-Time USA

$4,000,000

Expanded financial institutions offerings with Lightning and
    Real-Time productsNovember 2002

DBC

$4,500,000

Added municipal finance structuring products for underwriters,
    investment banks, municipal issuers and financial advisorsDecember 2003

Amicorp Fund Services

$1,800,000

Entered offshore fund administration services marketJanuary 2004

Investment Advisory Network

$3,000,000

Expanded wealth management capabilities with Compass  and
    Portfolio Manager productsFebruary 2004

NeoVision Hypersystems

$1,600,000

Added data visualization dashboard capabilities with Heatmaps
    productApril 2004

OMR Systems

$19,671,000

Added integrated global product offering for financial
    institutions and hedge funds with TradeThru productFebruary 2005

Achievement Technologies

$470,000

Enhanced real estate property management offering with SamTrak
    facilities management product 10




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##### Table of Contents



Acquisition Date

Acquired Business

Contract Purchase Price*

Acquired Capabilities, Products and ServicesFebruary 2005

EisnerFast

$25,300,000

Expanded fund  administration services to the hedge fund and
    private equity marketsApril 2005

Financial Models Company

$159,000,000

Expanded front-, middle- and back-office products and services
    to the investment management industry including Pacer, Pages,
    Recon and Sylvan productsJune 2005

Financial Interactive

358,424 shares and warrants to purchase 50,000 shares

Expanded alternative investment fund offerings with
    FundRunnerCRM product.August 2005

MarginMan

$5,600,000

Expanded depth in foreign currency exchange market with
    MarginMan productOctober 2005

Open Information Systems

$24,000,000

Entered money market , custody and security lending market with
    Global Debt Manager, Information Manager and Money Market
    Manager products Information ManagerMarch 2006

Cogent Management

$12,250,000

Expanded fund administration services to hedge fund and private
    equity marketsAugust 2006

Zoologic

$3,000,000

Added education and training courseware offerings for financial
    institutionsMarch 2007

Northport

$5,000,000

Expanded fund administration services to private equity marketOctober 2008

Micro Design Services

$17,200,000

Added real-time, mission-critical order routing and execution
    services with ACA, BlockTalk and MarketLook productsMarch 2009

Evare

$3,514,500

Expanded institutional middle- and back-office outsourcing
    services with financial data acquisition, transformation and
    delivery servicesMay 2009

MAXIMIS

$7,700,000

Expanded institutional footprint and provided new cross-selling
    opportunitiesNovember 2009

TheNextRound

$21,000,000

Expanded private equity client base with TNR Solution product 11




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Acquisition Date

Acquired Business

Contract Purchase Price*

Acquired Capabilities, Products and ServicesDecember 2009

Tradeware

$22,500,000

Added electronic trading offering in broker/dealer marketFebruary 2010

GIPS

$12,000,000

Expanded fund administration services to private equity market     *
    
    Share references are to shares of our common stock after giving
    effect to our
    three-for-two
    common stock split in the form of a stock dividend effective as
    of March 2004.  Products
    and Services
      Products

Typical Users

Vertical Markets ServedPortfolio Management/AccountingAdvisorWare
    Altair
    CAMRA
    Debt & Derivatives
    Fund RunnerMarathon
    Global Wealth Platform
    Lightning
    MAXIMIS
    Pacer
    Pages
    PALMS
    PortPro
    Recon
    Suite for Australia
    Sylvan
    TNR Solution
    Total Return

Portfolio managers
    Asset managers
    Fund administrators
    Investment advisors
    Auditors
    Alternative investment managers
    Brokers/dealers

Alternative investment managers
    Financial markets
    Institutional asset managers
    Insurance & pension funds
    Treasury, banks & credit unionsTrading/Treasury OperationsAntares
    Antares Trader
    BlockTalk
    BlockTalkPlusMarginMan
    MarketLook Information System
    TradeDesk
    TradeThru
    Tradeware MarketCenter

Securities traders
    Financial institutions
    Risk managers
    Foreign exchange traders
    Asset managers
    Brokers/dealers
    Financial exchanges

Alternative investment managers
    Financial markets
    Institutional asset managers
    Insurance & pension funds
    Treasury, banks & credit unions
    Corporate treasuries 12




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##### Table of Contents



Products

Typical Users

Vertical Markets ServedFinancial ModelingDBC
    PTS

CEO/CFOs
    Risk managers
    Actuarial professionals 
    Bank asset/liability managers
    Investment bankers 
    State/local treasury staff 
    Financial advisors

Insurance & pension funds
    Municipal finance groups
    Treasury, banks & credit unionsLoan Management/AccountingLMS Loan Suite
    LMS Originator
    LMS Servicer
    The BANC Mall

Mortgage originators
    Commercial lenders
    Mortgage loan servicers
    Mortgage loan portfolio 
    managers
    Real estate investment managers
    Bank/credit union loan officers

Commercial lenders
    Insurance & pension funds
    Treasury, banks & credit unionsProperty ManagementSKYLINE

Real estate investment managers
    Real estate leasing agents
    Real estate property managers
    Facility managers

Real estate leasing/property managersMoney Market ProcessingInformation Manager
    Money Market Manager
    Global Debt Manager

Financial institutions 
    Custodians
    Security lenders
    Cash managers

Treasury, banks & credit unionsTrainingZoologic Learning Solutions

Financial institutions
    Asset managers
    Hedge fund managers
    Investment bankers

All verticals   Services

Typical Users

Vertical Markets ServedAdvanced Component Architecture 
    Custom Mobility
    Evare
    GlobalX 
    SS&C Direct
    SS&C Fund Services
    SSCNet
    SVC
    Tradeware FIXLink
    Tradeware OATS Consolidator

Portfolio managers
    Asset managers
    Financial exchanges 
    Fund administrators
    Investment advisors 
    Alternative investment managers
    Securities traders 
    Brokers/dealers

Alternative investment managers
    Financial markets
    Institutional asset managers 
    Insurance and pension funds 
    Treasury, banks & credit unions   Portfolio
    Management/Accounting
    AdvisorWare. and/or
 13




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##### Table of Contents



Altair.
  CAMRA.
  day-to-day
    Debt & Derivatives.
  FundRunner Marathon.  FundRunner
  GlobalWealth Platform.
  Lightning.
  MAXIMIS.
  Pacer.
  Pages. face-to-face
  PALMS.
 14




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##### Table of Contents



PortPro.
  Recon.
  Suite for Australia.
  TNR Solution.
  Total Return.
  Trading/Treasury
    Operations
    Antares.
  Antares Trader.
  BlockTalk.
  BlockTalkPlus. Plus
  MarginMan. over-the-counter
  MarketLook Information System (MLIS).
  TradeDesk.
 15




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TradeThru. end-of-day
  Tradeware MarketCenter.
  Financial
    Modeling
    DBC Product Suite.
  
    general bond structures;
    revenue bonds;
    housing bonds;
    student loans; and
    Federal Housing Administration  insured revenue bonds
    and securitizations.    PTS.
  Loan
    Management/Accounting
    LMS Loan Suite.
  LMS Originator.
  LMS Servicer.
 16




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The BANC Mall. fee-for-service
  Property
    Management
  SKYLINE.
  
    commercial
    retirement communities
    residential
    universities
    retail
    hospitals  Money
    Market Processing
  Information Manager.
  Money Market Manager.
  Global Debt Manager.
  Training
  Zoologic Learning Solutions. mix-and-match
  Services
  Advanced Component Architecture (ACA).
  Custom Mobility.
 17




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Evare.
  GlobalX.
  SS&C Direct.
    
    full BPO investment accounting and investment operations
    services;
    hosting of a companys application software;
    automated workflow integration;
    automated quality control mechanisms; and
    extensive interface and connectivity services to custodian
    banks, data service providers, depositories and other external
    entities.  SS&C Fund Services.
  
    hedge fund managers
    investment managers
    funds of funds managers
    commodity pool operators
    commodity trading advisors
    proprietary traders
    family offices
    private equity groups
    private wealth groups


    separate managed accounts  SSCNet.
  SVC.
 18




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Tradeware FIXLink.
  Tradeware OATS Consolidator.
  Software
    and Service Delivery Options
    Software-Enabled Services.
  Software License and Related Maintenance
    Agreements.
  Blended Solutions.
  Professional
    Services
    Product
    Support
   19




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Clients
    Sales and
    Marketing
      
    content-rich, periodic software and services eBriefingstargeted at clients and prospects in each of our vertical
    and geographic markets;
    regular product-focused webinars;
    seminars and symposiums;
    trade shows and conferences; and
    e-marketing
    campaigns.  up-to-date
    Product
    Development and Engineering
   20




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Competition
    Alternative Investments:
  Asset Management:
  Insurance and Pension Funds:
 21




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Real Estate Property Management:
  Treasury, Banks & Credit Unions:
  Commercial Lending:
  Financial Markets:
  Proprietary
    Rights
  and/or
 22




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Employees
    
    241 employees in research and development;
    729 employees in consulting and services;
    88 employees in sales and marketing;
    91 employees in client support; and
    104 employees in finance and administration.    Additional
    Information
  (860) 298-4500.
  Item 1A.
    Risk
    Factors  Form 10-K
  Risks
    Relating to Our Indebtedness
  Our
    substantial indebtedness could adversely affect our financial
    health and prevent us from fulfilling our obligations under our
    113/4% senior
    subordinated notes due 2013 and our senior credit
    facilities.
  3 4
    
    make it more difficult for us to satisfy our obligations with
    respect to our notes and our senior credit facilities; 23




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
    require us to dedicate a substantial portion of our cash flow
    from operations to payments on our indebtedness, thereby
    reducing the availability of our cash flow to fund acquisitions,
    working capital, capital expenditures, research and development
    efforts and other general corporate purposes;
    increase our vulnerability to and limit our flexibility in
    planning for, or reacting to, changes in our business and the
    industry in which we operate;
    expose us to the risk of increased interest rates as borrowings
    under our senior credit facilities are subject to variable rates
    of interest;
    place us at a competitive disadvantage compared to our
    competitors that have less debt; and
    limit our ability to borrow additional funds.    To
    service our indebtedness, we require a significant amount of
    cash. Our ability to generate cash depends on many factors
    beyond our control.
      Despite
    current indebtedness levels, we and our subsidiaries may still
    be able to incur substantially more debt. This could further
    exacerbate the risks associated with our substantial financial
    leverage.
    Restrictive
    covenants in the indenture governing the notes and the agreement
    governing our senior credit facilities may restrict our ability
    to pursue our business strategies.
    
    incur additional indebtedness;
    sell assets, including capital stock of restricted subsidiaries;
    agree to payment restrictions affecting our restricted
    subsidiaries;
    pay dividends;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets; 24




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
    make strategic acquisitions;
    enter into transactions with our affiliates;
    incur liens; and
    designate any of our subsidiaries as unrestricted subsidiaries.        
    declare all borrowings outstanding, together with accrued
    interest and other fees, to be immediately due and
    payable; or
    prevent us from making payments on the notes,    We may
    not have the ability to raise the funds necessary to finance the
    change of control offer required by the indenture governing the
    notes.
    Risks
    Relating to Our Business
  Our
    business is greatly affected by changes in the state of the
    general economy and the financial markets, and a prolonged
    downturn in the general economy or the financial services
    industry could disproportionately affect the demand for our
    products and services.
   25




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
    cancel or reduce planned expenditures for our products and
    services;
    process fewer transactions through our software-enabled services;
    seek to lower their costs by renegotiating their contracts with
    us;
    move their IT solutions in-house;
    switch to lower-priced solutions provided by our
    competitors; or
    exit the industry.  3 4
  Further
    or accelerated consolidations and failures in the financial
    services industry could adversely affect our results of
    operations due to a resulting decline in demand for our products
    and services.
  and/or
  If we
    are unable to retain and attract clients, our revenues and net
    income would remain stagnant or decline.
    
    the level of demand for our products and services;
    the level of client spending for information technology;
    the level of competition from internal client solutions and from
    other vendors;
    the quality of our client service; 26




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
    our ability to update our products and services and develop new
    products and services needed by clients;
    our ability to understand the organization and processes of our
    clients; and
    our ability to integrate and manage acquired businesses.  We
    face significant competition with respect to our products and
    services, which may result in price reductions, reduced gross
    margins or loss of market share.
      Catastrophic
    events may adversely affect our ability to provide, our
    clients ability to use, and the demand for, our products
    and services, which may disrupt our business and cause a decline
    in revenues.
    Our
    software-enabled services may be subject to disruptions that
    could adversely affect our reputation and our
    business.
    We may
    not achieve the anticipated benefits from our acquisitions and
    may face difficulties in integrating our acquisitions, which
    could adversely affect our revenues, subject us to unknown
    liabilities, increase costs and place a significant strain on
    our management.
   27




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
    combine operations, facilities and differing firm cultures;
    retain the clients or employees of acquired entities;
    generate market demand for new products and services;
    coordinate geographically dispersed operations and successfully
    adapt to the complexities of international operations;
    integrate the technical teams of these companies with our
    engineering organization;
    incorporate acquired technologies and products into our current
    and future product lines; and
    integrate the products and services of these companies with our
    business, where we do not have distribution, marketing or
    support experience for these products and services.  day-to-day
  We
    expect that our operating results, including our profit margins
    and profitability, may fluctuate over time.
    
    the timing of the introduction and the market acceptance of new
    products, product enhancements or services by us or our
    competitors;
    the lengthy and often unpredictable sales cycles of large client
    engagements;
    the amount and timing of our operating costs and other expenses;
    the financial health of our clients;
    changes in the volume of assets under our clients
    management;
    cancellations of maintenance
    and/or
    software-enabled services arrangements by our clients;
    changes in local, national and international regulatory
    requirements;
    changes in our personnel;
    implementation of our licensing contracts and software-enabled
    services arrangements;
    changes in economic and financial market conditions; and 28




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
    changes in the mix in the types of products and services we
    provide.  If we
    cannot attract, train and retain qualified managerial, technical
    and sales personnel, we may not be able to provide adequate
    technical expertise and customer service to our clients or
    maintain focus on our business strategy.
        If we
    are unable to protect our proprietary technology, our success
    and our ability to compete will be subject to various risks,
    such as third-party infringement claims, unauthorized use of our
    technology, disclosure of our proprietary information or
    inability to license technology from third
    parties.
  and/or
       29




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We
    could become subject to litigation regarding intellectual
    property rights, which could seriously harm our business and
    require us to incur significant costs, which, in turn, could
    reduce or eliminate profits.
    Our
    failure to continue to derive substantial revenues from the
    licensing of, or the provision of
    software-enabled
    services related to, our CAMRA, TradeThru, Pacer, AdvisorWare
    and Total Return software, and the provision of maintenance and
    professional services in support of such licensed software,
    could adversely affect our ability to sustain or grow our
    revenues and harm our business, financial condition and results
    of operations.
    We may
    be unable to adapt to rapidly changing technology and evolving
    industry standards and regulatory requirements, and our
    inability to introduce new products and services could result in
    a loss of market share.
    
    we may find it difficult or costly to update our services and
    software and to develop new products and services quickly enough
    to meet our clients needs;
    we may find it difficult or costly to make some features of our
    software work effectively and securely over the Internet or with
    new or changed operating systems; 30




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
    we may find it difficult or costly to update our software and
    services to keep pace with business, evolving industry
    standards, regulatory and other developments in the industries
    where our clients operate; and
    we may be exposed to liability for security breaches that allow
    unauthorized persons to gain access to confidential information
    stored on our computers or transmitted over our network.    Undetected
    software design defects, errors or failures may result in loss
    of our clients data, litigation against us and harm to our
    reputation and business.
    Challenges
    in maintaining and expanding our international operations can
    result in increased costs, delayed sales efforts and uncertainty
    with respect to our intellectual property rights and results of
    operations.
    
    changes in a specific countrys or regions political
    or economic condition;
    difficulties in obtaining U.S. export licenses;
    potentially longer payment cycles;
    increased costs associated with maintaining international
    marketing efforts;
    foreign currency fluctuations;
    the introduction of non-tariff barriers and higher duty rates;
    foreign regulatory compliance; and
    difficulties in enforcement of third-party contractual
    obligations and intellectual property rights.    We are
    controlled by The Carlyle Group, whose interests may not be
    aligned with yours.
   31




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   32




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Item 6.
    Selected
    Financial Data    Successor


Combined (1)


Successor



PredecessorYear


Year


Year


Year


Year


November 23



January 1Ended


Ended


Ended


Ended


Ended


through



throughDecember 31,


December 31,


December 31,


December 31,


December 31,


December 31,



November 22,2009(6)


2008(5)


2007(4)


2006(3)


2005(2)


2005



2005(In thousands)Statement of
    Operations Data:Revenues

$
270,915


$
280,006


$
248,168


$
205,469


$
161,634


$
17,665



$
143,969Operating income


67,103



65,083



48,730



43,869



9,239



5,463




3,776Net income


19,018



18,801



6,575



1,075



1,543



831




712Cash dividends declared per share

















$
0.08







$
0.08   2009(6)


2008(5)


2007(4)


2006(3)


2005(2)Balance Sheet Data (at period end):Total assets

$
1,185,641


$
1,127,353


$
1,190,495


$
1,152,521


$
1,176,371Total long-term debt, including current portion


397,259



408,726



443,009



471,929



488,581Stockholders equity


645,987



587,253



612,593



563,132



577,133     (1)
    
    Our combined results for the year ended December 31, 2005
    represent the addition of the Predecessor period from
    January 1, 2005 through November 22, 2005 and the
    Successor period from November 23, 2005 through
    December 31, 2005. This combination does not comply with
    generally accepted accounting principles (GAAP) or with the
    rules for pro forma presentation, but is presented because we
    believe it provides the most meaningful comparison of our
    results.(2)
    
    On February 11, 2005, we acquired the assets and business
    of Achievement Technologies, Inc. On February 28, 2005, we
    acquired all the membership interests in EisnerFast LLC. On
    April 19, 2005, we acquired substantially all the
    outstanding stock of Financial Models Company Inc. On
    June 3, 2005, we acquired all the outstanding stock of
    Financial Interactive, Inc. On August 24, 2005, we acquired
    the assets and business of MarginMan. On October 31, 2005,
    we acquired all the outstanding stock of Open Information
    Systems, Inc.(3)
    
    On March 3, 2006, we acquired all of the outstanding stock
    of Cogent Management Inc. On August 31, 2006, we acquired
    the assets and business of Zoologic, Inc.(4)
    
    On March 12, 2007, we acquired all of the assets and
    business of Northport LLC. See Notes 2 and 11 of notes to
    our consolidated financial statements.(5)
    
    On October 1, 2008, we acquired the assets and business of
    Micro Design Services, LLC. See Notes 2 and 11 of notes to
    our consolidated financial statements. 33




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##### Table of Contents



(6)
    
    On March 20, 2009, we acquired the assets and business of
    Evare, LLC. On May 29, 2009, we acquired the assets and
    related business associated with Unisys Corporations
    MAXIMIS software. On November 19, 2009, we acquired all of
    the outstanding stock of TheNextRound, Inc. On December 31,
    2009, we acquired Tradeware Global Corp. through the merger of
    TG Acquisition Corp., our wholly-owned subsidiary, with and into
    Tradeware Global Corp., with Tradeware Global Corp. being the
    surviving company and our wholly-owned subsidiary. See Notes 2
    and 11 of notes to our consolidated financial statements.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
         34




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##### Table of Contents



Acquisitions
      Acquired Business

Acquisition Date

Acquired Capabilities, Products and ServicesGIPS

February 2010

Expanded fund administration services to private equity marketTradeware

December 2009

Added electronic trading offering in broker/ dealer marketTheNextRound

November 2009

Expanded private equity client base with TNR Solution productMAXIMIS

May 2009

Expanded institutional footprint and provided new cross-selling
    opportunitiesEvare

March 2009

Expanded institutional middle- and back-office outsourcing
    services with financial data acquisition, transformation and
    delivery servicesMicro Design Services

October 2008

Added real-time, mission-critical order routing and execution
    services with ACA, BlockTalk and MarketLook productsNorthport

March 2007

Expanded fund administration services to private equity market   Critical
    Accounting Estimates and Assumptions
   35




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Revenue
    Recognition
          out-of-pocket when-and-if-available
    percentage-of-completion man-hours
 36




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##### Table of Contents



Allowance
    for Doubtful Accounts
    Long-lived
    Assets, Intangible Assets and Goodwill
      
    significant underperformance relative to historical or projected
    future operating results;
    significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business; and
    significant negative industry or economic trends.    Acquisition
    Accounting
   37




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##### Table of Contents



Stock-based
    Compensation
      
    the value of our business as determined at arms length in
    connection with the Transaction;
    significant business milestones that may have affected the value
    of our business subsequent to the Transaction;
    the continued risks associated with our business;
    the economic outlook in general and the condition and outlook of
    our industry;
    our financial condition and expected operating results;
    our level of outstanding indebtedness;
    the market price of stocks of publicly traded corporations
    engaged in the same or similar lines of business;
    as of July 31, 2006, March 31, 2007 and March 1,
    2008, analyses using a weighted average of three generally
    accepted valuation procedures: the income approach, the market
    approach  publicly traded guideline company method
    and the market approach - transaction method; and
    as of November 15, 2008, April 1, 2009 and
    November 30, 2009, analyses using a weighted average of two
    generally accepted valuation procedures: the income approach and
    the market approach-publicly traded guideline company method.
    The market approach- transaction method was not utilized due to
    the lack of comparable transactions in the evaluation period.   Shares





Fair Value of


Weighted-Average Grant Date Fair Value of Options by Vesting
    Type (1):Under


Exercise


Underlying








Change inGrant Date

Option


Price


Stock


Time


Performance


ControlAugust 2006


1,165,831


$
74.50


$
74.50


$
31.08


$
32.98


$
21.23November 2006


10,500



74.50



74.50



30.75



32.61



21.23March 2007


23,000



74.50



74.50



30.69



32.54



7.41May 2007


17,500



98.91



98.91



40.85



43.32



9.09June 2007


3,000



98.91



98.91



41.37



43.89



8.64January 2009


30,005



85.65



85.65



24.32







December 2009


12,000



123.50



123.50



38.63







January 2010


500



123.50



123.50



38.18







February 2010


47,100



123.50



123.50



38.09







  38




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##### Table of Contents



(1)
    
    The weighted-average fair value of options by vesting type
    represents the value at the grant date. These fair values do not
    reflect the re-valuation of certain options related to
    modifications effected in February 2009, March 2008 and April
    2007, or the resolutions approved by the SS&C Holdings
    board of directors and the SS&C Holdings compensation
    committee in February 2010 relating to performance-based and
    superior options, as more fully described in Notes 10 and
    16 to the consolidated financial statements for the year ended
    December 31, 2009.  Income
    Taxes
      Results
    of Operations for the Years Ended December 31, 2009, 2008
    and 2007
    Percent ChangeYear Ended December 31,


from Prior Period2009


2008


2007


2009


2008Revenues:Software licenses

$
20,661


$
24,844


$
27,514



(16.8
)%


(9.7
)%Maintenance


66,099



65,178



61,910



1.4



5.3Professional services


20,889



24,352



17,491



(14.2
)


39.2Software-enabled services


163,266



165,632



141,253



(1.4
)


17.3Total revenues

$
270,915


$
280,006


$
248,168



(3.2
)


12.8     Year EndedDecember 31,2009


2008


2007Revenues:Software licenses


7.6
%


8.9
%


11.1
%Maintenance


24.4



23.3



25.0Professional services


7.7



8.7



7.0Software-enabled services


60.3



59.1



56.9Total revenues


100.0
%


100.0
%


100.0
%  39




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##### Table of Contents



Comparison
    of Years Ended December 31, 2009, 2008 and 2007
  Revenues
      Software
    Licenses
  period-to-period
  Maintenance
   40




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##### Table of Contents



Professional
    Services
    Software-Enabled
    Services
    Cost of
    Revenues
    Cost
    of Software License Revenues
   41




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##### Table of Contents



Cost
    of Maintenance Revenues
    Cost
    of Professional Services Revenues
    Cost
    of Software-Enabled Services Revenues
    Operating
    Expenses
   42




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##### Table of Contents



Selling
    and Marketing
    Research
    and Development
    General
    and Administrative
    Interest
    Income, Interest Expense and Other Income (Expense),
    Net
   43




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Provision
    for Income Taxes
    Liquidity
    and Capital Resources
           44




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##### Table of Contents



Contractual
    Obligations
    Less Than








More Than


AllContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years


OtherShort-term and long-term debt

$
397,259


$
4,270


$
187,989


$
205,000


$



$
Interest payments(1)


113,935



33,200



56,648



24,087







Operating lease obligations(2)


33,959



9,486



13,490



7,132



3,851



Purchase obligations(3)


8,322



5,556



1,879



770



117



Uncertain tax positions and related interest(4)


8,238



















8,238Total contractual obligations

$
561,713


$
52,512


$
260,006


$
236,989


$
3,968


$
8,238     (1)
    
    Reflects interest payments on our term loan facility and
    associated interest rate swap agreement at an assumed interest
    rate of three-month LIBOR of 0.26% plus 2.0% for U.S. dollar
    loans and CDOR of 0.38% plus 2.5% for Canadian dollar loans, and
    required interest payments on our senior subordinated notes of
    11.75%.(2)
    
    We are obligated under noncancelable operating leases for office
    space and office equipment. The lease for the corporate facility
    in Windsor, Connecticut expires in 2016. We sublease office
    space under noncancelable leases. We received rental income
    under these leases of $1.3 million, $1.4 million and
    $1.5 million for the years ended December 31, 2009,
    2008 and 2007, respectively. The effect of the rental income to
    be received in the future has not been included in the table
    above.(3)
    
    Purchase obligations include the minimum amounts committed under
    contracts for goods and services.(4)
    
    As of December 31, 2009, our liability for uncertain tax
    positions and related net interest payable were
    $7.0 million and $1.3 million, respectively. We are
    unable to reasonably estimate the timing of such liability and
    interest payments in individual years beyond 12 months due
    to uncertainties in the timing of the effective settlement of
    tax positions.  Off-Balance
    Sheet Arrangements
    The
    Transaction
  3 4
    Senior
    Credit Facilities
   45




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##### Table of Contents



113/4% Senior
    Subordinated Notes due 2013
  3 4 pari passu
      Covenant
    Compliance
   46




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##### Table of Contents



day-to-day
        
    Consolidated EBITDA does not reflect the provision of income tax
    expense in our various jurisdictions;
    Consolidated EBITDA does not reflect the significant interest
    expense we incur as a result of our debt leverage;
    Consolidated EBITDA does not reflect any attribution of costs to
    our operations related to our investments and capital
    expenditures through depreciation and amortization charges;
    Consolidated EBITDA does not reflect the cost of compensation we
    provide to our employees in the form of stock option
    awards; and
    Consolidated EBITDA excludes expenses that we believe are
    unusual or non-recurring, but which others may believe are
    normal expenses for the operation of a business.    47




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##### Table of Contents



Year Ended December 31,2009


2008


2007(In thousands)Net income

$
19,018


$
18,801


$
6,575Interest expense, net


36,863



41,130



44,524Income tax provision (benefit)


9,804



7,146



(458
)Depreciation and amortization


36,028



35,038



35,047EBITDA


101,713



102,115



85,688Purchase accounting adjustments(1)


(93
)


(289
)


(296
)Capital-based taxes


795



1,212



1,721Unusual or non-recurring charges(2)


1,990



1,480



(1,718
)Acquired EBITDA and cost savings(3)


8,053



2,379



135Stock-based compensation


5,607



7,323



10,979Other(4)


1,201



1,346



2,158Consolidated EBITDA, as defined

$
119,266


$
115,566


$
98,667     (1)
    
    Purchase accounting adjustments include (a) an adjustment
    to increase revenues by the amount that would have been
    recognized if deferred revenue were not adjusted to fair value
    at the date of acquisitions and (b) an adjustment to
    increase rent expense by the amount that would have been
    recognized if lease obligations were not adjusted to fair value
    at the date of the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency
    transaction gains and losses, expenses related to our prior
    proposed public offering, severance expenses associated with
    workforce reduction, equity earnings and losses on investments,
    proceeds and payments from legal and other settlements, costs
    associated with the closing of a regional office and other
    one-time gains and expenses.(3)
    
    Acquired EBITDA and cost savings reflects the EBITDA impact of
    significant businesses that were acquired during the period as
    if the acquisition occurred at the beginning of the period and
    cost savings to be realized from such acquisitions.(4)
    
    Other includes management fees and related expenses paid to
    Carlyle and the non-cash portion of straight-line rent expense.    Covenant

ActualRequirements

RatiosMaximum consolidated total leverage to Consolidated EBITDA Ratio


5.50
x


3.17
xMinimum Consolidated EBITDA to consolidated net interest
    coverage ratio


2.00
x


3.45
x   Recent
    Accounting Pronouncements
   48




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##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk         49




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Management
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of our management and
    directors; and 50




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##### Table of Contents




    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements.              Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information   51




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionWilliam C. Stone


54


Chairman of the Board and Chief Executive OfficerNormand A. Boulanger


47


President, Chief Operating Officer and DirectorPatrick J. Pedonti


58


Senior Vice President and Chief Financial OfficerStephen V.R. Whitman


63


Senior Vice President, General Counsel and SecretaryCampbell (Cam) R. Dyer


36


DirectorWilliam A. Etherington


68


DirectorAllan M. Holt


57


DirectorClaudius (Bud) E. Watts IV


48


Director     William C. Stone
  Normand A. Boulanger
  Patrick J. Pedonti
  Stephen V.R. Whitman
  Campbell (Cam) R. Dyer
  William A. Etherington 38-year
 52




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##### Table of Contents



Allan M. Holt
  Claudius (Bud) E. Watts IV
  Board of
    Directors
              Committees
    of our Board of Directors
     53




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##### Table of Contents



Board
    Leadership Structure and Risk Oversight
        Code of
    Business Conduct and Ethics
  Form 8-K.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
     54




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##### Table of Contents



Objectives
    of Our Executive Compensation Program
    
    attract, retain and motivate the best possible executive talent;
    reward successful performance by the named executive officers
    and the company; and
    align the interests of the named executive officers with those
    of SS&C Holdings stockholders by providing long-term
    equity compensation.      Components
    of our Executive Compensation Program
    
    base salary;
    discretionary annual cash bonuses;
    stock option awards;
    perquisites; and
    severance and
    change-of-control
    benefits.   55




---



##### Table of Contents



Base
    Salary
      Discretionary
    Annual Cash Bonus
         56




---



##### Table of Contents



day-to-day
          Stock
    Option Awards
     57




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##### Table of Contents




    40% of the options are time-based options that
    vested as to 25% of the number of shares underlying the option
    on November 23, 2006 and as to 1/36 of the number of shares
    underlying the option each month thereafter until fully vested
    on November 23, 2009. The time-based options become fully
    vested and exercisable immediately prior to the effective date
    of a liquidity event, as defined in the stock option agreement;
    40% of the options are performance-based options
    that vest based on the determination by the SS&C Holdings
    board of directors or compensation committee as to whether our
    EBITDA for each fiscal year 2006 through 2010 falls within the
    targeted EBITDA range for such year. If our EBITDA for a
    particular year is at the low end of the targeted EBITDA range,
    50% of the performance-based option for that year vests, and if
    our EBITDA is at or above the high end of the targeted EBITDA
    range, 100% of the performance-based option for that year vests.
    If our EBITDA is below the targeted EBITDA range, the
    performance-based option does not vest, and if our EBITDA is
    within the targeted EBITDA range, between 50% and 100% of the
    performance-based option vests, based on linear interpolation. A
    certain percentage of performance-based options will also vest
    immediately prior to the effective date of a liquidity event if
    proceeds from the liquidity event equal or exceed specified
    returns on investments in SS&C Holdings made by investment
    funds affiliated with Carlyle; and
    20% of the options are superior options, which upon
    the closing of the initial public offering of SS&C Holdings
    common stock will become performance-based options, as described
    below.       58




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##### Table of Contents




    the conversion of the outstanding superior options into
    performance-based options that vest based on our EBITDA
    performance in 2010 and 2011, which affects 197,749 outstanding
    options, of which 82,528 are held by our named executive
    officers;
    the elimination of pre-determined EBITDA ranges from the option
    agreements and provision for the annual proposal of EBITDA
    ranges by management, subject to approval by the SS&C
    Holdings board of directors, which EBITDA target range for 2010
    was established by the SS&C Holdings board of
    directors in a subsequent meeting described below; and
    the rolling over of performance-based options that
    do not vest (in whole or in part) in any given year into
    performance-based options for the following year, except as
    otherwise provided by the SS&C Holdings board of directors.
    Under the 2006 equity incentive plan, the
    SS&C Holdings board has the authority to amend the
    options to effect such a rollover and, generally,
    has the authority to amend, suspend or terminate any option,
    provided that, except with respect to specified corporate
    events, neither the amendment, suspension nor termination of the
    option shall, without consent of the optionee, alter or impair
    any rights or obligations under the option. The rollover affects
    80,500 outstanding unvested performance-based options, of which
    33,012 are held by our named executive officers, and would
    affect 197,749 outstanding superior options, of which 82,528 are
    held by our named executive officers, that will be converted to
    performance-based
    options upon the closing of this offering.     59




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##### Table of Contents



Perquisites
      Severance
    and
    Change-of-Control
    Benefits
        Accounting
    and Tax Implications
   60




---



##### Table of Contents



Compensation
    Committee Report
  Form 10-K.
  
  
  Compensation
    Committee Interlocks and Insider Participation
    Summary
    Compensation Table
    All OtherName and



Salary

Bonus

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)William C. Stone


2009


$
750,000


$
1,750,000


$
3,552
(1)

$
2,503,552Chief Executive Officer


2008



737,500



1,500,000



3,552



2,241,0522007



591,667



1,175,000



3,552



1,770,219Normand A. Boulanger


2009



450,000



800,000



3,360
(2)


1,253,360Chief Operating Officer


2008



445,833



750,000



3,360



1,199,1932007



395,833



600,000



3,360



999,193Patrick J. Pedonti


2009



260,000



340,000



4,032
(3)


604,032Chief Financial Officer


2008



257,083



300,000



4,011



561,0942007



222,917



225,000



3,887



451,804Stephen V.R. Whitman


2009



225,000



225,000



4,386
(4)


454,386General Counsel


2008



223,333



200,000



4,360



427,6932007



203,750



150,000



4,213



357,963  61




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##### Table of Contents



(1)
    
    Consists of our contribution of $3,000 to Mr. Stones
    account under the SS&C 401(k) savings plan and our payment
    of $552 of group term life premiums for the benefit of
    Mr. Stone.(2)
    
    Consists of our contribution of $3,000 to
    Mr. Boulangers account under the SS&C 401(k)
    savings plan and our payment of $360 of group term life premiums
    for the benefit of Mr. Boulanger.(3)
    
    Consists of our contribution of $3,000 to
    Mr. Pedontis account under the SS&C 401(k)
    savings plan and our payment of $1,032 of group term life
    premiums for the benefit of Mr. Pedonti.(4)
    
    Consists of our contribution of $3,000 to
    Mr. Whitmans account under the SS&C 401(k)
    savings plan and our payment of $1,386 of group term life
    premiums for the benefit of Mr. Whitman.  Employment
    and Related Agreements
    
    The employment of Mr. Stone as the chief executive officer
    of SS&C Holdings and SS&C;
    An initial term through November 23, 2008, with automatic
    one-year renewals until terminated either by Mr. Stone or
    SS&C Holdings;
    An annual base salary of at least $500,000;
    An opportunity to receive an annual bonus in an amount to be
    established by the board of directors of SS&C Holdings
    based on achieving individual and company performance goals
    mutually determined by such board of directors and
    Mr. Stone. If Mr. Stone is employed at the end of any
    calendar year, his annual bonus will not be less than $450,000
    for that year;
    A grant of options to purchase shares of common stock of
    SS&C Holdings representing 2% of the outstanding common
    stock of SS&C Holdings on November 23, 2005;
    Certain severance payments and benefits. If SS&C Holdings
    terminates Mr. Stones employment without cause, if
    Mr. Stone resigns for good reason (including, under certain
    circumstances, following a change of control, as defined in the
    employment agreement) prior to the end of the term of the
    employment agreement, or if Mr. Stone receives a notice of
    non-renewal of the employment term by SS&C Holdings,
    Mr. Stone will be entitled to receive (1) an amount
    equal to 200% of his base salary and 200% of his target annual
    bonus, (2) vesting acceleration with respect to 50% of his
    then unvested options and shares of restricted stock, and
    (3) three years of coverage under SS&Cs medical,
    dental and vision benefit plans. In the event of
    Mr. Stones death or a termination of
    Mr. Stones employment due to any disability that
    renders Mr. Stone unable to perform his duties under the
    agreement for six consecutive months, Mr. Stone or his
    representative or heirs, as applicable, will be entitled to
    receive (1) vesting acceleration with respect to 50% of his
    then unvested options and shares of restricted stock, and
    (2) a pro-rated amount of his target annual bonus. In the
    event payments to Mr. Stone under his employment agreement
    (or the management agreement entered into in connection with the
    Transaction) cause Mr. Stone to incur a 20% excise tax
    under Section 4999 of the Internal Revenue Code, Mr. Stone
    will be entitled to an additional payment sufficient to cover
    such excise tax and any taxes associated with such
    payments; and
    Certain restrictive covenants, including a non-competition
    covenant pursuant to which Mr. Stone will be prohibited
    from competing with SS&C and its affiliates during his
    employment and for a period equal to the later of (1) four
    years following the effective time of the merger, in the case of
    a termination by SS&C Holdings for cause or a resignation
    by Mr. Stone without good reason, and (2) two years
    following Mr. Stones termination of employment for
    any reason.   62




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##### Table of Contents



13d-3
  
    the then-outstanding shares of our common stock or the common
    stock of SS&C Holdings, or
    the combined voting power of our then-outstanding voting
    securities or the then-outstanding voting securities of
    SS&C Holdings entitled to vote generally in the election of
    directors (in each case, other than any acquisition by SS&C
    Holdings, Carlyle Partners IV, L.P. (an investment fund
    affiliated with Carlyle), Mr. Stone, any employee or group
    of employees of SS&C Holdings, or affiliates of any of the
    foregoing, or by any employee benefit plan (or related trust)
    sponsored or maintained by SS&C Holdings or any of its
    affiliates); or    
    individuals whose election, or nomination for election by
    SS&C Holdings stockholders, was approved by at least
    a majority of the directors comprising the board of directors of
    SS&C Holdings on the effective date of
    Mr. Stones employment agreement and any individuals
    subsequently elected to SS&C Holdings board of
    directors pursuant to the stockholders agreement or
    individuals nominated or designated for election by Carlyle
    Partners IV, L.P.    2009
    Grants of Plan-Based Awards
    1998
    Stock Incentive Plan
   63




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##### Table of Contents



1999
    Non-Officer Employee Stock Incentive Plan
    2006
    Equity Incentive Plan
        
    to prescribe, amend and rescind rules and regulations relating
    to the 2006 equity incentive plan,
    to determine the type or types of awards to be granted under the
    2006 equity incentive plan,
    to select the persons to whom awards may be granted under the
    2006 equity incentive plan,
    to grant awards and to determine the terms and conditions of
    such awards,
    to construe and interpret the 2006 equity incentive plan and
    to amend, suspend or terminate the 2006 equity incentive plan. 64




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##### Table of Contents




    each option will vest, depending on the classification of the
    option as a time option, performance option or superior option,
    as follows:  
    Time options will vest as to 25% of the number of shares
    underlying the option on a date certain (November 23, 2006
    for the first tranche of options awarded under the plan in
    August 2006, but generally the first anniversary of either the
    date of grant or the start date for a new employee) and will
    continue to vest as to 1/36 of the number of shares underlying
    the option on the day of the month of the date of grant each
    month thereafter until such options are fully vested. Time
    options will become fully vested and exercisable immediately
    prior to the effective date of a liquidity event as defined in
    the stock option agreement.
    A certain percentage of the performance options will vest based
    on the administrators determination as to whether our
    EBITDA for each fiscal year 2006 through 2010 (2007 through 2011
    for options awarded in 2007) falls within the targeted
    EBITDA range for such year. If our EBITDA is at or above the
    high end of the targeted EBITDA range, 100% of the
    performance-based option for that year vests. If our EBITDA is
    below the targeted EBITDA range, the performance-based option
    does not vest, and if our EBITDA is within the targeted EBITDA
    range, between 50% and 100% of the performance-based option
    vests, based on linear interpolation. In February 2009, the
    SS&C Holdings board of directors approved the immediate
    vesting of the 2006, 2007 and 2008 performance-based options
    that did not otherwise vest during 2006, 2007 or 2008. A certain
    percentage of performance options will also vest immediately
    prior to the effective date of a liquidity event if proceeds
    from the liquidity event equal or exceed a certain target.
    The superior options vest only upon specified liquidity events
    if proceeds from the liquidity event equal or exceed a certain
    target. Upon the closing of the initial public offering of
    SS&C Holdings common stock, the superior options will
    become performance-based options that vest based on our EBITDA
    performance in 2010 and 2011.  
    any portion of an option that is unvested at the time of a
    participants termination of service with us will be
    forfeited to SS&C Holdings; and
    any portion of an option that is vested but unexercised at the
    time of a participants termination of service with us may
    not be exercised after the first to occur of the following:  
    the expiration date of the option, which will be no later than
    ten years from the date of grant,
    90 days following the date of the termination of service
    for any reason other than cause, death or disability,
    the date of the termination of service for cause and
    twelve months following the termination of service by reason of
    the participants death or disability.     65




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##### Table of Contents



2008
    Stock Incentive Plan
                
    to adopt, amend and repeal rules and regulations relating to the
    2008 stock incentive plan;
    to determine the type or types of awards to be granted under the
    2008 stock incentive plan;
    to select the persons to whom awards may be granted under the
    2008 stock incentive plan;
    to grant awards and to determine the terms and conditions of
    such awards;
    to delegate to one or more of our officers the power to grant
    awards under the 2008 stock incentive plan to our employees or
    officers (other than executive officers);
    to construe and interpret the 2008 stock incentive plan; and
    to amend, suspend or terminate the 2008 stock incentive plan,
    subject in certain instances to stockholder approval.   66




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##### Table of Contents




    each option will vest as to 25% of the number of shares
    underlying the option on the first anniversary of the date of
    grant and will continue to vest as to an additional
    1/36
    of the remaining number of shares underlying the option on the
    day of the month of the date of grant each month thereafter
    until the fourth anniversary of the date of grant;
    options will become fully vested and exercisable immediately
    prior to the effective date of a change in control as defined in
    the stock option agreement;
    any portion of an option that is unvested at the time of a
    participants termination of service with us will be
    forfeited to SS&C Holdings; and
    any portion of an option that is vested but unexercised at the
    time of a participants termination of service with us may
    not be exercised after the first to occur of the following:  
    the expiration date of the option, which will be no later than
    ten years from the date of grant,
    90 days following the date of the termination of service
    for any reason other than cause, death or disability,
    the date of the termination of service for cause, and
    twelve months following the termination of service by reason of
    the participants death or disability.      
    provide that awards shall be assumed, or substantially
    equivalent awards shall be distributed, by the acquiring or
    succeeding corporation;
    upon written notice to a participant, provide that the
    participants unexercised awards will terminate immediately
    prior to the consummation of such corporate event unless
    exercised by the participant within a specified period following
    the date of notice;
    provide that outstanding awards shall become exercisable,
    realizable or deliverable, or restrictions applicable to an
    award shall lapse, in whole or in part prior to or upon such
    corporate event;
    in the event of a corporate event under the terms of which
    holders of SS&C Holdings common stock will receive a cash
    payment for each share surrendered in connection with the
    corporate event, make or provide for a cash payment to
    participants in exchange for the termination of all such awards;
    provide that, in connection with a liquidation or dissolution,
    awards shall convert into the right to receive liquidation
    proceedings (net of any applicable exercise price or tax
    withholdings); and
    any combination of the foregoing.     67




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##### Table of Contents



2009
    Outstanding Equity Awards at Fiscal Year-End
    Equity IncentivePlan Awards:Number of

Number of

Number ofSecurities

Securities

SecuritiesUnderlying

Underlying

UnderlyingUnexercised

Unexercised

Unexercised

Option

OptionOptions (#)

Options (#)

Unearned Options

Exercise

ExpirationName

Exercisable

Unxercisable

(#)(4)

Price ($)

DateWilliam C. Stone


75,000
(1)(2)









$
7.34



2/17/201075,000
(1)










6.60



5/31/2011150,000
(1)










15.99



4/8/201370,993
(3)










74.50



8/9/201656,795
(4)






14,198
(4)


74.50



8/9/2016







35,496
(5)


74.50



8/9/2016Normand A. Boulanger


25,000
(1)










35.70



10/18/201437,500
(1)










14.97



2/6/201353,245
(3)










74.50



8/9/201642,596
(4)






10,649
(4)


74.50



8/9/2016







26,622
(5)


74.50



8/9/2016Patrick J. Pedonti


14,998
(1)










16.56



8/1/201226,622
(3)










74.50



8/9/201621,298
(4)






5,325
(4)


74.50



8/9/2016







13,311
(5)


74.50



8/9/2016Stephen V.R. Whitman


7,460
(1)










14.97



2/6/201314,198
(3)










74.50



8/9/201611,359
(4)






2,840
(4)


74.50



8/9/2016







7,099
(5)


74.50



8/9/2016     (1)
    
    These options were granted under our prior 1998 Plan and are
    fully vested. 68




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##### Table of Contents



(2)
    
    On February 16, 2010, SS&C Holdings entered into an
    amended and restated stock option agreement with Mr. Stone,
    pursuant to which this option was amended to make it an option
    to purchase 75,000 of SS&C Holdings Class A non-voting
    common stock. Mr. Stone exercised the option on
    February 17, 2010 and purchased 75,000 shares of SS&C
    Holdings Class A non-voting common stock.(3)
    
    This option is a time-based option awarded under SS&C
    Holdings 2006 equity incentive plan that vests as to 25%
    of the number of shares underlying the option on
    November 23, 2006 and as to 1/36 of the number of shares
    underlying the option each month thereafter until fully vested
    on November 23, 2009. The time-based options become fully
    vested and exercisable immediately prior to the effective date
    of a liquidity event, as defined in the stock option agreement.(4)
    
    This option is a performance-based option awarded under
    SS&C Holdings 2006 equity incentive plan that vests
    based on the determination by SS&C Holdings board of
    directors or compensation committee as to whether our EBITDA for
    each fiscal year 2006 through 2010 falls within the targeted
    EBITDA range for such year. If our EBITDA for a particular year
    is at the low end of the targeted EBITDA range, 50% of the
    performance-based option for that year vests, and if our EBITDA
    is at or above the high end of the targeted EBITDA range, 100%
    of the performance-based option for that year vests. If our
    EBITDA is below the targeted EBITDA range, the performance-based
    option does not vest, and if our EBITDA is within the targeted
    EBITDA range, between 50% and 100% of the performance-based
    option vests, based on linear interpolation. In February 2009,
    the SS&C Holdings board of directors approved the immediate
    vesting of the 2006, 2007 and 2008 performance-based options
    that did not otherwise vest during 2006, 2007 or 2008. In
    addition, a certain percentage of this option will vest
    immediately prior to the effective date of a liquidity event if
    proceeds from the liquidity event equal or exceed specified
    returns on investments in SS&C Holdings made by our
    principal stockholders.(5)
    
    This option is a superior option awarded under SS&C
    Holdings 2006 equity incentive plan that vests (in whole
    or in part) only upon a liquidity event if proceeds from the
    liquidity event equal or exceed specified returns on investments
    in SS&C Holdings made by our principal stockholders. Upon
    the closing of the initial public offering of SS&C
    Holdings common stock, this option will become a
    performance-based option that vests based on the determination
    by the SS&C Holdings board of directors or compensation
    committee as to whether our EBITDA for fiscal years 2010 and
    2011 falls within the targeted EBITDA ranges for such years.  2009
    Option Exercises
    Potential
    Payments Upon Termination or
    Change-in-Control
  William
    C. Stone
      69




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##### Table of Contents



WithoutCause, ForGood ReasonPayments to

(Including Certain


For Cause orWilliam C. Stone

Changes of Control)


Without GoodUpon Termination or

or Upon Notice of


Reason


LiquidityLiquidity Event

Non-Renewal


(1)


Event(2)


Disability


DeathBase salary

$
1,500,000
(3)

$



$



$



$
Target annual bonus


900,000
(4)










450,000
(5)


450,000
(5)Stock Options(6)


1,217,503
(7)






2,435,006



1,217,503
(7)


1,217,503
(7)Health and welfare benefits


40,210
(8)














Tax gross up payment


3,163,028
(9)














Disability benefits


















Life insurance proceeds














Total

$
6,820,741


$



$
2,435,006


$
1,667,503


$
1,667,503     (1)
    
    In the event that Mr. Stones employment is terminated
    for cause or without good reason, he will be entitled to unpaid
    base salary through the date of the termination, payment of any
    annual bonus earned with respect to a completed fiscal year of
    SS&C that is unpaid as of the date of termination and any
    benefits due to him under any employee benefit plan, policy,
    program, arrangement or agreement.(2)
    
    Liquidity event is defined in Mr. Stones option
    agreements governing options granted under the 2006 equity
    incentive plan. Time-based options will become fully vested and
    exercisable immediately prior to the effective date of a
    liquidity event. Performance-based options, including superior
    options that become performance-based options upon the closing
    of the initial public offering of SS&C Holdings
    common stock, will vest in whole or in part immediately prior to
    the effective date of a liquidity event if proceeds from the
    liquidity event equal or exceed a certain target. The vesting of
    superior options prior to the closing of the initial public
    offering of SS&C Holdings common stock will be
    determined based on the extent to which proceeds from a
    liquidity event equal or exceed a certain target. The payments
    in this column assume the liquidity event will generate
    sufficient proceeds to accelerate in full the performance-based
    and superior options.(3)
    
    Consists of 200% of 2009 base salary payable promptly upon
    termination.(4)
    
    Consists of 200% of 2009 target annual bonus payable promptly
    upon termination. The compensation committee did not set a
    formal 2009 target annual bonus for Mr. Stone. The figure
    used for the 2009 target annual bonus is $450,000, the minimum
    annual bonus specified for Mr. Stone in his employment
    agreement.(5)
    
    Consists of a cash payment equal to the amount of
    Mr. Stones target annual bonus for 2009, payable
    within 30 business days of termination. The compensation
    committee did not set a formal 2009 target annual bonus for
    Mr. Stone. The figure used for the 2009 target annual bonus
    is $450,000, the minimum annual bonus specified for
    Mr. Stone in his employment agreement.(6)
    
    Based upon an exercise price of $74.50 per share and an
    estimated fair market price of $123.50 per share as of
    December 31, 2009. The common stock of SS&C
    Holdings is privately held and there is no established
    public trading market for its common stock. The estimated fair
    market price represents the fair market value of the common
    stock of SS&C Holdings as determined by its board of
    directors as of the last option award date.(7)
    
    Vesting acceleration with respect to unvested options to
    purchase an aggregate of 24,847 shares of SS&C
    Holdings common stock, which is equal to 50% of all unvested
    options held by Mr. Stone on December 31, 2009.(8)
    
    Represents three years of coverage under SS&Cs
    medical and dental benefit plans.(9)
    
    In the event that the severance and other benefits provided for
    in Mr. Stones employment agreement or otherwise
    payable to him in connection with a change in control constitute
    parachute payments within the meaning of
    Section 280G of the Internal Revenue Code of 1986 and will
    be subject to the excise tax imposed by Section 4999 of the
    Code, then Mr. Stone shall receive (a) a payment from
    SS&C Holdings sufficient to pay such excise tax, and
    (b) an additional payment from SS&C Holdings
    sufficient to pay the excise tax and federal 70




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##### Table of Contents



and state income taxes arising from the payments made by
    SS&C Holdings to Mr. Stone pursuant to this sentence.    Other
    Named Executive Officers
      Number of Shares Underlying

Value of UnvestedName

Unvested Options (#)

Options ($)(1)Normand A. Boulanger


37,271


$
1,826,279Patrick J. Pedonti


18,636



913,164Stephen V.R. Whitman


9,939



487,011     (1)
    
    The value of unvested options was calculated by multiplying the
    number of shares underlying unvested options by $123.50, the
    estimated fair market value of SS&C Holdings common
    stock on December 31, 2009, and then deducting the
    aggregate exercise price for these options. The common stock of
    SS&C Holdings is privately held and there is no
    established public trading market for its common stock. The
    estimated fair market price represents the fair market value of
    the common stock of SS&C Holdings as determined by
    its board of directors as of the last option award date.  Director
    Compensation
  out-of-pocket
  2009 Director
    Compensation
  Fees Earned orName

Paid in Cash(1)

Option Awards(2)

TotalWilliam Etherington

$
37,500






$
37,500  71




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##### Table of Contents



(1)
    
    For his service as a director, Mr. Etherington is paid an
    annual retainer fee of $25,000 and $2,500 for each board meeting
    attended in person. Mr. Etherington was paid an aggregate
    of $32,500 for his service as a director in 2009.(2)
    
    Upon his election to the board of directors in 2006,
    Mr. Etherington was granted an option to purchase
    2,500 shares of common stock of SS&C Holdings at an
    exercise price per share of $74.50. Such option was 100% vested
    on the date of grant.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      
    Each person or group known to beneficially own more than 5% of
    the common stock;
    Each of the named executive officers in the Summary Compensation
    Table;
    Each of our directors; and
    All of our directors and executive officers as a group.    c/o SS&C
  Shares Owned(1)Name of Beneficial Owner

Number


PercentageTCG Holdings, L.L.C.(2)


5,114,094



72.0
%William A. Etherington(3)


2,500



*Allan M. Holt(4)






Claudius (Bud) E. Watts IV(4)






Campbell (Cam) R. Dyer(4)






William C. Stone(5)


2,388,766



31.7
%Normand A. Boulanger(6)


158,341



2.2
%Patrick J. Pedonti(7)


62,918



*Stephen V.R. Whitman(8)


33,017



*All Directors and Executive Officers as a Group (8 persons)
    (9)


2,645,542



34.0
%     *
    
    Less than 1%(1)
    
    Includes shares held in the beneficial owners name or
    jointly with others, or in the name of a bank, nominee or
    trustee for the beneficial owners account. Unless
    otherwise indicated in the footnotes to this table and subject
    to community property laws where applicable, we believe that
    each stockholder named in this table has sole voting and
    investment power with respect to the shares indicated as
    beneficially owned. Beneficial ownership includes 72




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##### Table of Contents



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 December 31, 2009 through the exercise of
    any stock option or other right. The inclusion herein of such
    shares, however, does not constitute an admission that the named
    stockholder is a direct or indirect beneficial owner of such
    shares.(2)
    
    TC Group IV, L.P. is the sole general partner of Carlyle
    Partners IV, L.P. and CP IV Coinvestment, L.P., the record
    holders of 4,915,570 and 198,524 shares of common stock of
    Holdings, respectively. TC Group IV Managing GP, L.L.C. is
    the sole general partner of TC Group IV, L.P. TC Group, L.L.C.
    is the sole managing member of TC Group IV Managing GP,
    L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC
    Group, L.L.C. Accordingly, TC Group IV, L.P., TC Group IV
    Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C.
    each may be deemed owners of shares of common stock owned of
    record by each of Carlyle Partners IV, L.P. and CP IV
    Coinvestment, L.P. William E. Conway, Jr., Daniel A.
    DAniello and David M. Rubenstein are managing members of
    TCG Holdings, L.L.C. and, in such capacity, may be deemed to
    share beneficial ownership of shares of common stock
    beneficially owned by TCG Holdings, L.L.C. Such individuals
    expressly disclaim any such beneficial ownership. The principal
    address and principal offices of TCG Holdings, L.L.C. and
    certain affiliates is
    c/o The
    Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220
    South, Washington, D.C.
    20004-2505.(3)
    
    Includes 2,500 shares subject to outstanding stock options
    exercisable on December 31, 2009.(4)
    
    Does not include 5,114,094 shares held by investment funds
    associated with or designated by Carlyle. Messrs. Holt,
    Watts and Dyer are executives of The Carlyle Group. They
    disclaim beneficial ownership of the shares held by investment
    funds associated with or designated by The Carlyle Group.(5)
    
    Consists of 427,788 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2009, which includes options
    to purchase 75,000 shares of SS&C Holdings
    Class A non-voting common stock. The principal address of
    Mr. Stone is
    c/o SS&C
    Technologies, Inc., 80 Lamberton Road, Windsor, CT 06095.(6)
    
    Consists of 158,341 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2009.(7)
    
    Consists of 62,918 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2009.(8)
    
    Consists of 33,017 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2009.(9)
    
    Includes 684,564 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2009.  Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities





Remaining Availableto be Issued Upon


Weighted-Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Compensation PlansEquity compensation plans approved by security holders


1,498,530


$
57.27



529,167Equity compensation plans not approved by security holders










Total


1,498,530


$
57.27



529,167  73




---



##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  Transactions
    with Related Persons
  The
    Carlyle Group
  Carlyle
    Management Agreement
    Carlyle
    Fund Services Agreement
  sub-trusts,
  Carlyle
    Processing Services Agreement
    Acquisition
    of Tradeware
   74




---



##### Table of Contents



Other
    Transactions
    Review,
    Approval or Ratification of Transactions with Related
    Persons
    Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    Fiscal


FiscalFee Category

2009


2008Audit Fees(1)

$
1,084,743


$
739,913Audit-Related Fees(2)


773,609



744,812Tax Fees(3)


247,434



138,443All Other Fees(4)


1,500



1,500Total Fees

$
2,107,286


$
1,624,668     (1)
    
    Audit fees consist of fees for the audit of our financial
    statements, the review of the interim financial statements
    included in our quarterly reports on
    Form 10-Q,
    and services related to SS&C Holdings filings of
    Form S-1
    in 2008 and 2009, such as the issuance of consents.(2)
    
    Audit-related fees consist of fees for assurance and related
    services that are reasonably related to the performance of the
    audit and the review of our financial statements and which are
    not reported under Audit Fees. These services relate
    to accounting consultations in connection with acquisitions,
    procedures performed for SAS 70 reports, attest services that
    are not required by statute or regulation and consultations
    concerning internal controls, financial accounting and reporting
    standards. None of the audit-related fees billed in 2008 or 2009
    related to services provided under the de minimis exception to
    the audit committee pre-approval requirements.(3)
    
    Tax fees consist of fees for tax compliance, tax advice and tax
    planning services. Tax compliance services, which relate to
    preparation of original and amended tax returns, claims for
    refunds and tax payment-planning services, accounted for
    approximately $45,000 of the total tax fees billed in 2009 and
    approximately $114,000 of the total tax fees billed in 2008. Tax
    advice and tax planning services relate to assistance with tax
    audits and appeals, tax advice related to acquisitions and
    requests for rulings or technical advice from taxing
    authorities. None of the tax fees billed in 2008 or 2009 related
    to services provided under the de minimis exception to the audit
    committee pre-approval requirements. 75




---



##### Table of Contents



(4)
    
    All other fees for 2008 and 2009 consist of the licensing of
    accounting and finance research technology owned by
    PricewaterhouseCoopers LLP. None of the all other fees billed in
    2008 or 2009 were provided under the de minimis exception to the
    audit committee pre-approval requirements.  Audit
    Committee Pre-Approval Policies and Procedures
   76




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)
 1. Financial Statements    Document

PageReport of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-2Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-3Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-4Consolidated Statements of Changes in
    Stockholders Equity for years ended December 31,
    2009, 2008 and 2007


F-5Notes to Consolidated Financial Statements


F-6   Financial Statement Schedules
    Exhibits
   77




---



##### Table of Contents



SIGNATURES      By:
    /s/  William
    C. Stone         Signatures

Title

Date/s/  William
    C. StoneWilliam
    C. Stone

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)

February 22, 2010/s/  Patrick
    J. PedontiPatrick
    J. Pedonti

Senior Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

February 22, 2010/s/  Normand
    A. BoulangerNormand
    A. Boulanger

Director

February 22, 2010/s/  Campbell
    R. DyerCampbell
    R. Dyer

Director

February 22, 2010/s/  William
    A. EtheringtonWilliam
    A. Etherington

Director

February 22, 2010/s/  Allan
    M. HoltAllan
    M. Holt

Director

February 22, 2010/s/  Claudius
    E. Watts, IVClaudius
    E. Watts, IV

Director

February 22, 2010  78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      
    F-1




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
 December 31,


December 31,2009


2008(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
19,055


$
29,299Accounts receivable, net of allowance for doubtful accounts of
    $1,425 and $1,444, respectively (Note 3)


41,600



38,318Prepaid expenses and other current assets


6,164



4,327Income taxes receivable


669



Deferred income taxes


1,780



3,777Total current assets


69,268



75,721Property and equipment:Leasehold improvements


5,358



4,852Equipment, furniture, and fixtures


25,915



20,97831,273



25,830Less accumulated depreciation


(17,237
)


(11,800
)Net property and equipment


14,036



14,030Deferred income taxes


499



Goodwill


885,517



822,409Intangible and other assets, net of accumulated amortization of
    $116,670 and $82,520, respectively


216,321



215,193Total assets

$
1,185,641


$
1,127,353LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 6)

$
4,270


$
2,101Accounts payable


4,804



1,821Income taxes payable


703



4,898Accrued employee compensation and benefits


14,693



13,640Other accrued expenses


16,938



9,575Interest payable


2,070



2,007Deferred maintenance and other revenue


40,400



30,844Total current liabilities


83,878



64,886Long-term debt, net of current portion (Note 6)


392,989



406,625Other long-term liabilities


10,764



11,977Deferred income taxes (Note 5)


52,023



56,612Total liabilities


539,654



540,100Commitments and contingencies (Note 13)Stockholders equity (Notes 4 and 10):Common stock, $0.01 par value, 1 share authorized;
    1 share issued and outstanding






Additional paid-in capital


583,251



577,861Accumulated other comprehensive income (loss)


16,436



(17,890
)Retained earnings


46,300



27,282Total stockholders equity


645,987



587,253Total liabilities and stockholders equity

$
1,185,641


$
1,127,353    F-2




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2009


2008


2007(In thousands)Revenues:Software licenses

$
20,661


$
24,844


$
27,514Maintenance


66,099



65,178



61,910Professional services


20,889



24,352



17,491Software-enabled services


163,266



165,632



141,253Total revenues


270,915



280,006



248,168Cost of revenues:Software licenses


8,499



9,198



9,616Maintenance


27,559



26,854



26,038Professional services


14,154



16,118



14,277Software-enabled services


87,528



90,263



78,951Total cost of revenues


137,740



142,433



128,882Gross profit


133,175



137,573



119,286Operating expenses:Selling and marketing


20,362



19,566



19,701Research and development


26,513



26,804



26,282General and administrative


19,197



26,120



24,573Total operating expenses


66,072



72,490



70,556Operating income


67,103



65,083



48,730Interest income


28



409



939Interest expense


(36,891
)


(41,539
)


(45,463
)Other (expense) income, net


(1,418
)


1,994



1,911Income before income taxes


28,822



25,947



6,117Provision (benefit) for income taxes (Note 5)


9,804



7,146



(458
)Net income

$
19,018


$
18,801


$
6,575    F-3




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
   Year Ended December 31,2009


2008


2007(In thousands)Cash flow from operating activities:Net income

$
19,018


$
18,801


$
6,575Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


36,028



35,038



35,047Stock compensation expense


5,607



7,323



10,979Foreign exchange gains on debt










(768
)Amortization of loan origination costs


2,306



2,328



2,317Equity losses in long-term investment






2,098



187Loss on sale or disposition of property and equipment


13



1



105Deferred income taxes


(8,861
)


(7,368
)


(6,115
)Provision for doubtful accounts


213



865



336Changes in operating assets and liabilities, excluding effects
    from acquisitions:Accounts receivable


3,360



(1,301
)


(6,635
)Prepaid expenses and other assets


(284
)


(2,742
)


(1,723
)Income taxes receivable and payable


(5,236
)


2,552



2,790Accounts payable


1,549



(494
)


101Accrued expenses


1,646



1,581



10,745Deferred maintenance and other revenue


4,493



2,973



3,116Net cash provided by operating activities


59,852



61,655



57,057Cash flow from investing activities:Additions to property and equipment


(2,559
)


(6,746
)


(7,717
)Proceeds from sale of property and equipment


3



2



8Cash paid for business acquisitions, net of cash acquired
    (Note 11)


(51,477
)


(17,864
)


(5,130
)Additions to capitalized software


(101
)






Net cash used in investing activities


(54,134
)


(24,608
)


(12,839
)Cash flow from financing activities:Cash received from other borrowings


2,000







5,200Repayment of debt


(19,679
)


(25,574
)


(42,688
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


(217
)


42



80Net cash used in financing activities


(17,896
)


(25,532
)


(37,408
)Effect of exchange rate changes on cash


1,934



(1,391
)


647Net increase (decrease) in cash and cash equivalents


(10,244
)


10,124



7,457Cash and cash equivalents, beginning of period


29,299



19,175



11,718Cash and cash equivalents, end of period

$
19,055


$
29,299


$
19,175Supplemental disclosure of cash paid (refunded) for:Interest

$
34,061


$
38,505


$
43,451Income taxes, net

$
23,512


$
12,472


$
(1,627
)Supplemental disclosure of non-cash investing activities:See Note 11 for a discussion of acquisitions    F-4




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 For the
    Years Ended December 31, 2009, 2008 and 2007
  Common Stock








AccumulatedNumber





Additional





Other


Total


Totalof Issued





Paid-in


Retained


Comprehensive


Stockholders


ComprehensiveShares


Amount


Capital


Earnings


Income (loss)


Equity


Income (Loss)(In thousands)Balance, at December 31, 2006


1


$



$
559,527


$
1,906


$
1,699


$
563,132Net income














6,575







6,575


$
6,575Foreign exchange translation adjustment


















34,490



34,490



34,490Change in unrealized loss on interest rate swaps, net of tax


















(2,574
)


(2,574
)


(2,574
)Total comprehensive income

























$
38,491Stock-based compensation expense










10,979











10,979Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock










(9
)










(9
)Balance, at December 31, 2007


1







570,497



8,481



33,615



612,593Net income














18,801







18,801


$
18,801Foreign exchange translation adjustment


















(49,078
)


(49,078
)


(49,078
)Change in unrealized loss on interest rate swaps, net of tax


















(2,427
)


(2,427
)


(2,427
)Total comprehensive loss

























$
(32,704
)Stock-based compensation expense










7,323











7,323Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock










41











41Balance, at December 31, 2008


1







577,861



27,282



(17,890
)


587,253Net income














19,018







19,018


$
19,018Foreign exchange translation adjustment


















32,879



32,879



32,879Change in unrealized loss on interest rate swaps, net of tax


















1,447



1,447



1,447Total comprehensive income

























$
53,344Stock-based compensation expense










5,607











5,607Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock










(217
)










(217
)Balance, at December 31, 2009


1


$



$
583,251


$
46,300


$
16,436


$
645,987    F-5




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization                      2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Principles
    of Consolidation
   F-6




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##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
        License
    Revenue
         F-7




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  percentage-of-completion man-hours contract-by-contract
  Maintenance
    Agreements
  when-and-if-available
  Professional
    Services
    Software-enabled
    Services
      Research
    and Development
     F-8




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock-based
    Compensation
    Other
    Income
    Income
    Taxes
      Cash
    and Cash Equivalents
   F-9




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property
    and Equipment
    Description

Useful LifeEquipment

3-5 yearsFurniture and fixtures

7-10 yearsLeasehold improvements

Shorter of lease term or estimated useful life       Registration
    Costs
    Goodwill
    and Intangible Assets
      Balance at December 31, 2007

$
860,6902008 acquisition


8,937Adjustments to previous acquisitions


2Income tax benefit on Rollover options exercised


(578
)Effect of foreign currency translation


(46,642
)Balance at December 31, 2008


822,4092009 acquisitions


30,123Adjustments to previous acquisitions


(147
)Income tax benefit on Rollover options exercised


(118
)Effect of foreign currency translation


33,250Balance at December 31, 2009

$
885,517    F-10




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2009


2008Customer relationships

$
233,505


$
207,757Completed technology


68,166



58,046Trade names


18,276



17,391Other


2,299



2,016322,246



285,210Less: accumulated amortization


(116,245
)


(82,236
)$
206,001


$
202,974     Year Ending December 31,2010

$
34,1232011


32,3452012


29,8772013


27,2632014


24,792$
148,400   Impairment
    of Long-Lived Assets
    Concentration
    of Credit Risk
    International
    Operations and Foreign Currency
   F-11




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivative
    Instruments
          Comprehensive
    Income
      Reclassifications
    Recent
    Accounting Pronouncements
   F-12




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##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          3.
    Accounts
    Receivable    December 31,2009


2008Accounts receivable

$
30,838


$
28,785Unbilled accounts receivable


12,187



10,977Allowance for doubtful accounts


(1,425
)


(1,444
)Total accounts receivable

$
41,600


$
38,318  F-13




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Allowance for Doubtful Accounts:Balance at beginning of period

$
1,444


$
1,223


$
1,638Charge to costs and expenses


213



865



336Write-offs, net of recoveries


(313
)


(524
)


(812
)Other adjustments


81



(120
)


61Balance at end of period

$
1,425


$
1,444


$
1,223     4.
    Stockholders
    Equity    5.
    Income
    Taxes    Year Ended December 31,2009


2008


2007U.S.

$
9,749


$
6,671


$
(11,417
)Foreign


19,073



19,276



17,534Income before income taxes

$
28,822


$
25,947


$
6,117     Year Ended December 31,2009


2008


2007Current:Federal

$
8,334


$
6,580


$
460Foreign


8,727



7,746



4,406State


1,559



94



99Total


18,620



14,420



4,965Deferred:Federal


(8,063
)


(7,129
)


(6,262
)Foreign


(1,902
)


(1,602
)


441State


1,149



1,457



398Total


(8,816
)


(7,274
)


(5,423
)Total

$
9,804


$
7,146


$
(458
)  F-14




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2009


2008


2007Computed expected tax expense

$
10,087


$
9,081


$
2,141Increase (decrease) in income tax expense resulting from:State income taxes (net of federal income tax benefit)


1,775



1,008



321Foreign operations


(2,258
)


(2,333
)


(1,883
)Rate change impact on tax liabilities






(581
)


(1,536
)Uncertain tax positions


466



702



646Other


(266
)


(731
)


(147
)Provision (benefit) for income taxes

$
9,804


$
7,146


$
(458
)     2009


2008Deferred


Deferred


Deferred


DeferredTax


Tax


Tax


TaxAssets


Liabilities


Assets


LiabilitiesDeferred compensation

$
9,186


$



$
6,327


$
Interest rate swap


1,736







2,382



Accrued expenses


1,720







898



Net operating loss carryforwards


1,449







5,512



Tax credit carryforwards


1,333







237



Purchased in-process research and development


1,002







1,251



Impaired investment interest


860







738



Other


454











345Acquired technology


126











691Property and equipment






932







468Trade names






5,004







4,750Other intangible assets






6,316







8,122Customer relationships






54,156







51,232Total


17,866



66,408



17,345



65,608Valuation allowance


(1,202
)






(4,572
)


Total

$
16,664


$
66,408


$
12,773


$
65,608   non-U.S. subsidiaries
     F-15




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Balance at January 1, 2008

$
6,457Increases related to current year tax positions


375Lapse of statute of limitation


(19
)Foreign exchange translation adjustment


(1,020
)Balance at December 31, 2008


5,793Increases related to current year tax positions


759Settlements with tax authorities


(262
)Lapse of statute of limitation


(30
)Foreign exchange translation adjustment


723Balance at December 31, 2009

$
6,983       6.
    Debt,
    Derivative Instruments, and Capital Leases    2009


2008Senior credit facility, revolving portion(A)

$
2,000


$
Senior credit facility, term loan portion, weighted-average
    interest rate of 2.39% and 3.54%, respectively(A)


190,032



203,726113/4% senior
    subordinated notes due 2013(B)


205,000



205,000Capital leases


227



397,259



408,726Short-term borrowings and current portion of long-term debt


(4,270
)


(2,101
)Long-term debt

$
392,989


$
406,625  F-16




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (A)
    Senior
    Credit Facilities       F-17




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (B)
    113/4% Senior
    Subordinated Notes due 2013  3 4 pari passu
     F-18




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,2010

$
4,2702011


2,0222012


185,9672013


205,000$
397,259   7.
    Fair
    Value Measurements    Valuation Hierarchy.
    Fair Values at December 31, 2009

Level 1


Level 2


Level 3Assets

$



$



$
Liabilities:Derivative financial instrument

$



$
4,159


$
Contingent consideration










1,000Total liabilities

$



$
4,159


$
1,000   Fair Values at December 31, 2008

Level 1


Level 2


Level 3Assets

$



$



$
Liabilities:Derivative financial instrument

$



$
6,644


$
   Valuation Techniques.
 F-19




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009


2008Carrying





CarryingAmount


Fair Value


Amount


Fair ValueFinancial liabilities:Senior credit facility

$
192,032


$
192,032


$
203,726


$
203,726113/4% Senior
    subordinated notes due 2013


205,000



217,300



205,000



180,154     8.
    Leases    Year Ending December 31,2010

$
9,4862011


7,4822012


6,0082013


4,5372014


2,5952015 and thereafter


3,851$
33,959       Year Ending December 31,2010

$
1,2572011


1,2572012


1,2572013


1,2572014


210$
5,238  F-20




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Defined
    Contribution Plans      10.
    Stock
    Option and Purchase Plans          
    In April 2007, the Board of Directors of SS&C Holdings
    approved (i) the vesting, as of April 18, 2007, of 50%
    of the performance-based options granted to the Companys
    employees through March 31, 2007 that F-21




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  would have vested if the Company had met its EBITDA target for
    fiscal year 2006 (collectively, the 2006 Performance
    Options); (ii) the vesting, conditioned upon the
    Companys meeting its EBITDA target for fiscal year 2007,
    of the other 50% of the 2006 Performance Options; and
    (iii) the reduction of the Companys EBITDA target for
    fiscal year 2007. The Company re-measured those awards using the
    Black-Scholes option-pricing model and assumptions reflecting
    current facts and circumstances as of the modification date. As
    of the modification date, the Company estimated the fair value
    of the modified performance-based options to be $45.45. In
    estimating the common stock value, the Company used several
    methods, including the income approach, guideline company method
    and comparable transaction method. The Company used the
    following assumptions to estimate the value of the modified
    performance-based options: expected term to exercise of
    3.5 years; expected volatility of 41.0%; risk-free interest
    rate of 4.57%; and no dividend yield. Expected volatility is
    based on a combination of the Companys historical
    volatility adjusted for the Transaction and historical
    volatility of the Companys peer group. Expected term to
    exercise is based on the Companys historical stock option
    exercise experience, adjusted for the Transaction.  
    In March 2008, SS&C Holdings Board of Directors
    approved (i) the vesting, conditioned upon the
    Companys EBITDA for 2008 falling within the targeted
    range, of the 2006 and 2007 performance-based options that did
    not otherwise vest during 2006 or 2007, and (ii) the
    reduction of the Companys annual EBITDA target range for
    2008. As of that date, the Company estimated the
    weighted-average fair value of its performance-based options
    that vest upon the attainment of the 2008 EBITDA target range to
    be $41.06. In estimating the common stock value, the Company
    valued the Company using several methods, including the income
    approach, guideline company method and comparable transaction
    method. The Company used the following weighted-average
    assumptions to estimate the option value: expected term to
    exercise of 2.5 years; expected volatility of 26.0%;
    risk-free interest rate of 1.735%; and no dividend yield.
    Expected volatility is based on the historical volatility of the
    Companys peer group. Expected term to exercise is based on
    the Companys historical stock option exercise experience,
    adjusted for the Transaction.
    In February 2009, the Board of Directors of SS&C Holdings
    approved the vesting of the 2006, 2007 and 2008
    performance-based options that did not otherwise vest during
    2008 and established the Companys annual EBITDA target
    range for 2009. As of that date, the Company estimated the
    weighted-average fair value of the performance-based options
    that were vested by the Board and those that vest upon the
    attainment of the 2009 EBITDA target range to be $31.00. In
    estimating the common stock value, the Company valued the
    Company using the income approach and the guideline company
    method. The Company used the following weighted-average
    assumptions to estimate the option value: expected term to
    exercise of 2.5 years; expected volatility of 38.0%;
    risk-free interest rate of 1.2%; and no dividend yield. Expected
    volatility is based on the historical volatility of the
    Companys peer group. Expected term to exercise is based on
    the Companys historical stock option exercise experience,
    adjusted for the Transaction.   F-22




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Performance-Time-based Awards

based Awards2009

2007

2007Expected term to exercise (years)


4.0



4.0



4.5Expected volatility


34.24
%


45.85
%


45.85
%Risk-free interest rate


1.89
%


4.57
%


4.57
%Expected dividend yield


0
%


0
%


0
%           2009


2008


2007Statement of operations classificationCost of maintenance

$
114


$
142


$
257Cost of professional services


208



240



343Cost of software-enabled services


1,133



1,621



2,452Total cost of revenues


1,455



2,003



3,052Selling and marketing


954



1,184



1,803Research and development


600



777



1,146General and administrative


2,598



3,359



4,978Total operating expenses


4,152



5,320



7,927Total stock-based compensation expense

$
5,607


$
7,323


$
10,979      F-23




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted AverageShares


Exercise PriceOutstanding at December 31, 2006


1,613,434


$
57.37Granted


43,500



86.00Cancelled/forfeited


(36,050
)


73.88Exercised


(224
)


7.33Outstanding at December 31, 2007


1,620,660



57.78Granted






Cancelled/forfeited


(73,219
)


75.40Exercised


(34,257
)


70.00Outstanding at December 31, 2008


1,513,184



56.65Granted


42,005



96.46Cancelled/forfeited


(25,766
)


75.72Exercised


(30,893
)


64.68Outstanding at December 31, 2009


1,498,530



57.27     Outstanding, Vested Options Currently Exercisable

Outstanding Options Expected to VestWeighted Average







Weighted AverageWeighted



Remaining



Weighted



RemainingAverage

Aggregate Intrinsic

Contractual



Average

Aggregate Intrinsic

ContractualShares

Exercise Price

Value

Term (years)

Shares

Exercise Price

Value

Term (years)(In thousands)







(In thousands)1,182,992

$
51.82


$
84,799



5.0



36,730


$
98.05


$
935



9.1   11.
    Acquisitions  Tradeware
    Global Corp.
     F-24




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      TheNextRound,
    Inc.
        MAXIMIS
     F-25




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Evare,
    LLC
        Micro
    Design Services, LLC
     F-26




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Northport,
    LLC
        TheNext








MicroTradeware


Round


MAXIMIS


Evare


Design


NorthportTangible assets acquired, net of cash received

$
1,795


$
1,155


$
143


$
1,090


$
1,216


$
708Accounts receivable


1,212



3,362







928







Completed technology


2,700



3,200



1,485







2,300



Trade names


300



200



110



150



155



Acquired client relationships and contracts


8,300



4,800



5,420



1,720



5,370



1,500Non-compete agreements






100















Goodwill


15,727



13,075



821



500



8,790



3,303Deferred revenue


(2
)


(3,172
)


(965
)


(28
)


(114
)


(350
)Deferred taxes


(3,344
)


















Other liabilities assumed


(4,259
)


(3,999
)


(108
)


(810
)


(18
)


(31
)Consideration paid, net of cash acquired

$
22,429


$
18,721


$
6,906


$
3,550


$
17,699


$
5,130         2009

2008Revenues

$
300,269


$
331,161Net income


23,913



27,208  F-27




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Related
    Party Transactions        13.
    Commitments
    and Contingencies    14.
    Product
    and Geographic Sales Information          2009


2008


2007United States

$
172,323


$
169,749


$
147,104Canada


41,708



44,112



40,892Americas, excluding United States and Canada


7,393



4,448



4,672Europe


42,152



53,860



49,612Asia-Pacific and Japan


7,339



7,837



5,888$
270,915


$
280,006


$
248,168  F-28




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008United States

$
18,146


$
20,107Canada


4,906



5,132Americas, excluding United States and Canada


100



141Europe


460



300Asia-Pacific and Japan


650



444$
24,262


$
26,124     2009


2008


2007Portfolio management/accounting

$
222,208


$
225,567


$
193,858Trading/treasury operations


22,952



27,664



28,100Financial modeling


8,475



8,685



8,919Loan management/accounting


4,608



5,189



5,120Property management


5,343



5,874



5,514Money market processing


4,514



4,032



4,498Training


2,815



2,995



2,159$
270,915


$
280,006


$
248,168   15.
    Selected
    Quarterly Financial Data (Unaudited)  First

Second

Third

Fourth2009

Quarter

Quarter

Quarter

Quarter(In thousands)Revenue

$
63,722


$
67,251


$
68,897


$
71,045Gross profit


30,650



32,730



34,096



35,699Operating income


14,473



15,835



17,663



19,132Net income


3,898



3,491



5,607



6,022   First

Second

Third

Fourth2008

Quarter

Quarter

Quarter

Quarter(In thousands)Revenue

$
68,523


$
72,195


$
71,001


$
68,287Gross profit


33,600



35,779



35,029



33,165Operating income


15,822



17,276



15,579



16,406Net income


3,736



3,786



4,810



6,469   16.
    Subsequent
    Events   F-29




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    the conversion of the outstanding superior options granted under
    the 2006 equity incentive plan into performance-based options
    that vest based on EBITDA performance in 2010 and 2011, which
    affects 197,749 outstanding options;
    the elimination of pre-determined EBITDA ranges from the option
    agreements and provision for the annual proposal of EBITDA
    ranges by management, subject to approval by SS&C
    Holdings board of directors, which EBITDA target range for
    2010 was established by SS&C Holdings board in a
    subsequent meeting described below; and
    the rolling over of performance-based options that
    do not vest (in whole or in part) in any given year into
    performance-based options for the following year, except as
    otherwise provided by SS&C Holdings board of
    directors, which affects 80,500 unvested performance-based
    options outstanding, and would affect 19,749 outstanding
    superior options.    17.
    Supplemental
    Guarantor Condensed Consolidating Financial Statements  3 4
 F-30




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2009Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash and cash equivalents

$
6,226


$
1,087


$
11,742


$



$
19,055Accounts receivable, net


24,958



5,898



10,744







41,600Prepaid expenses and other current assets


3,440



575



2,149







6,164Income taxes receivable


669















669Deferred income taxes


1,321



220



239







1,780Property and equipment, net


7,998



1,620



4,418







14,036Investment in subsidiaries


193,769











(193,769
)


Intercompany balances


104,903



(6,353
)


(98,550
)






Deferred income taxes, long-term










499







499Goodwill, intangible and other assets, net


754,745



60,997



286,096







1,101,838Total assets

$
1,098,029


$
64,044


$
217,337


$
(193,769
)

$
1,185,641Current portion of long-term debt

$
3,725


$



$
545


$



$
4,270Accounts payable


1,935



1,043



1,826







4,804Accrued expenses


23,733



3,813



6,155







33,701Income taxes payable


739



(63
)


27







703Deferred maintenance and other revenue


29,308



2,888



8,204







40,400Long-term debt, net of current portion


351,624







41,365







392,989Other long-term liabilities


3,482



384



6,898







10,764Deferred income taxes, long-term


37,496



3,265



11,262







52,023Total liabilities


452,042



11,330



76,282







539,654Stockholders equity


645,987



52,714



141,055



(193,769
)


645,987Total liabilities and stockholders equity

$
1,098,029


$
64,044


$
217,337


$
(193,769
)

$
1,185,641   F-31




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash and cash equivalents

$
10,329


$
5,180


$
13,790


$



$
29,299Accounts receivable, net


19,945



6,397



11,976







38,318Prepaid expenses and other current assets


1,342



530



2,455







4,327Deferred income taxes


673



92



340



2,672



3,777Property and equipment, net


8,574



1,007



4,449







14,030Investment in subsidiaries


126,555











(126,555
)


Intercompany balances


134,025



(20,441
)


(113,584
)






Deferred income taxes, long-term






606



489



(1,095
)


Goodwill, intangible and other assets, net


747,894



35,702



254,006







1,037,602Total assets

$
1,049,337


$
29,073


$
173,921


$
(124,978
)

$
1,127,353Current portion of long-term debt

$
1,724


$



$
377


$



$
2,101Accounts payable


448



132



1,241







1,821Accrued expenses


18,141



1,472



5,609







25,222Deferred income taxes






125







(125
)


Income taxes payable


1,102



2



3,794







4,898Deferred maintenance and other revenue


20,643



2,788



7,413







30,844Long-term debt, net of current portion


370,551







36,074







406,625Other long-term liabilities


6,288







5,697







11,977Deferred income taxes, long-term


43,195







11,715



1,702



56,612Total liabilities


462,084



4,519



71,920



1,577



540,100Stockholders equity


587,253



24,554



102,001



(126,555
)


587,253Total liabilities and stockholders equity

$
1,049,337


$
29,073


$
173,921


$
(124,978
)

$
1,127,353   F-32




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2009Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
119,150


$
72,564


$
80,793


$
(1,592
)

$
270,915Cost of revenues


64,330



44,383



30,619



(1,592
)


137,740Gross profit


54,820



28,181



50,174







133,175Operating expenses:Selling & marketing


12,212



2,690



5,460







20,362Research & development


15,426



3,505



7,582







26,513General & administrative


14,310



913



3,974







19,197Total operating expenses


41,948



7,108



17,016







66,072Operating income


12,872



21,073



33,158







67,103Interest expense, net


(25,204
)






(11,659
)






(36,863
)Other income (expense), net


1,585



(577
)


(2,426
)






(1,418
)(Loss) income before income taxes


(10,747
)


20,496



19,073







28,822(Benefit) provision for income taxes


(637
)


3,850



6,591







9,804Equity in net income of subsidiaries


29,128











(29,128
)


Net income

$
19,018


$
16,646


$
12,482


$
(29,128
)

$
19,018   For the Year Ended December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
115,501


$
78,577


$
87,514


$
(1,586
)

$
280,006Cost of revenues


65,069



44,268



34,682



(1,586
)


142,433Gross profit


50,432



34,309



52,832







137,573Operating expenses:Selling & marketing


12,085



1,799



5,682







19,566Research & development


14,237



4,163



8,404







26,804General & administrative


18,995



1,318



5,807







26,120Total operating expenses


45,317



7,280



19,893







72,490Operating income


5,115



27,029



32,939







65,083Interest expense, net


(26,117
)


(3
)


(15,010
)






(41,130
)Other income, net


541



106



1,347







1,994(Loss) income before income taxes


(20,461
)


27,132



19,276







25,947(Benefit) provision for income taxes


(4,905
)


5,657



6,394







7,146Equity in net income of subsidiaries


34,357











(34,357
)


Net income

$
18,801


$
21,475


$
12,882


$
(34,357
)

$
18,801   F-33




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2007Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
101,686


$
66,431


$
81,566


$
(1,515
)

$
248,168Cost of revenues


58,086



41,399



30,912



(1,515
)


128,882Gross profit


43,600



25,032



50,654







119,286Operating expenses:Selling & marketing


12,471



1,717



5,513







19,701Research & development


14,747



3,360



8,175







26,282General & administrative


18,424



1,024



5,125







24,573Total operating expenses


45,642



6,101



18,813







70,556Operating (loss) income


(2,042
)


18,931



31,841







48,730Interest expense, net


(27,754
)


10



(16,780
)






(44,524
)Other income, net


(422
)


(139
)


2,472







1,911Income (loss) before income taxes


(30,218
)


18,802



17,533







6,117(Benefit) provision for income taxes


(7,778
)


3,695



3,625







(458
)Equity in net income of subsidiaries


29,015











(29,015
)


Net income

$
6,575


$
15,107


$
13,908


$
(29,015
)

$
6,575   F-34




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2009Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
19,018


$
16,646


$
12,482


$
(29,128
)

$
19,018Non-cash adjustments


(4,235
)


3,406



7,007



29,128



35,306Changes in operating assets and liabilities


3,381



1,747



400







5,528Net cash provided by operating activities


18,164



21,799



19,889







59,852Cash Flow from Investment Activities:Intercompany transactions


26,245



(6,246
)


(19,999
)






Cash paid for businesses acquired, net of cash acquired


(29,178
)


(19,561
)


(2,738
)






(51,477
)Additions to property and equipment and software


(1,636
)


(85
)


(838
)






(2,559
)Additions to capitalized software


(101
)














(101
)Proceeds from sale of property and equipment










3







3Net cash used in investing activities


(4,670
)


(25,892
)


(23,572
)






(54,134
)Cash Flow from Financing Activities:Net repayments of debt


(17,380
)






(299
)






(17,679
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


(217
)














(217
)Net cash used in financing activities


(17,597
)






(299
)






(17,896
)Effect of exchange rate changes on cash










1,934







1,934Net decrease in cash and cash equivalents


(4,103
)


(4,093
)


(2,048
)






(10,244
)Cash and cash equivalents, beginning of period


10,329



5,180



13,790







29,299Cash and cash equivalents, end of period

$
6,226


$
1,087


$
11,742


$



$
19,055   F-35




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
18,801



21,475


$
12,882


$
(34,357
)

$
18,801Non-cash adjustments


(6,424
)


3,320



9,032



34,357



40,285Changes in operating assets and liabilities


3,305



(1,200
)


464







2,569Net cash provided by operating activities


15,682



23,595



22,378







61,655Cash Flow from Investment Activities:Intercompany transactions


(1,011
)


(1,771
)


2,782







Cash paid for businesses acquired, net of cash acquired






(17,864
)










(17,864
)Additions to property and equipment


(2,662
)


(764
)


(3,320
)






(6,746
)Proceeds from sale of property and equipment


2















2Net cash used in investing activities


(3,671
)


(20,399
)


(538
)






(24,608
)Cash Flow from Financing Activities:Net repayments of debt


(10,755
)






(14,819
)






(25,574
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


42















42Net cash used in financing activities


(10,713
)






(14,819
)






(25,532
)Effect of exchange rate changes on cash










(1,391
)






(1,391
)Net increase in cash and cash equivalents


1,298



3,196



5,630







10,124Cash and cash equivalents, beginning of period


9,031



1,984



8,160







19,175Cash and cash equivalents, end of period

$
10,329


$
5,180


$
13,790


$



$
29,299   F-36




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2007Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
6,575


$
15,107


$
13,908


$
(29,015
)

$
6,575Non-cash adjustments


2,766



1,993



8,314



29,015



42,088Changes in operating assets and liabilities


8,402



(1,911
)


1,903







8,394Net cash provided by operating activities


17,743



15,189



24,125







57,057Cash Flow from Investment Activities:Intercompany transactions


17,092



(10,152
)


(6,940
)






Cash paid for businesses acquired, net of cash acquired






(5,127
)


(3
)






(5,130
)Additions to property and equipment and software


(5,977
)


(243
)


(1,497
)






(7,717
)Proceeds from sale of property and equipment


7







1







8Net cash provided by (used in) investing activities


11,122



(15,522
)


(8,439
)






(12,839
)Cash Flow from Financing Activities:Net repayments of debt


(22,969
)






(14,519
)






(37,488
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


80















80Net cash used in financing activities


(22,889
)






(14,519
)






(37,408
)Effect of exchange rate changes on cash










647







647Net increase (decrease) in cash and cash equivalents


5,976



(333
)


1,814







7,457Cash and cash equivalents, beginning of period


3,055



2,317



6,346







11,718Cash and cash equivalents, end of period

$
9,031


$
1,984


$
8,160


$



$
19,175  F-37




---



##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber

Description of Exhibit2
.1

Agreement and Plan of Merger, dated as of July 28, 2005, by
    and among Sunshine Acquisition Corporation, Sunshine Merger
    Corporation and the Registrant is incorporated herein by
    reference to Exhibit 2.1 to the Registrants Current
    Report on
    Form 8-K,
    filed on July 28, 2005 (File
    No. 000-28430)2
.2

Amendment No. 1 to Agreement and Plan of Merger, dated as
    of August 25, 2005, by among Sunshine Acquisition
    Corporation, Sunshine Merger Corporation and the Registrant is
    incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on August 30, 2005
    (File No. 000-28430)2
.3

Asset Purchase Agreement, dated September 30, 2008, by and
    among SS&C Technologies New Jersey, Inc., Micro Design
    Services, LLC and, for the limited purposes stated therein,
    Roman J. Szymansky and Xavier F. Gonzalez is incorporated herein
    by reference to Exhibit 2.1 to the Registrants
    Current Report on
    Form 8-K,
    filed on October 2, 2008 (File
    No. 333-135139)3
.1

Restated Certificate of Incorporation of the Registrant is
    incorporated herein by reference to Exhibit 3.1 to the
    Registrants Registration Statement on Form S-4, as
    amended (File
    No. 333-135139)
    (the
    Form S-4)3
.2

Bylaws of the Registrant are incorporated herein by reference to
    Exhibit 3.2 to the
    Form S-44
.1

Indenture, dated as of November 23, 2005, among Sunshine
    Acquisition II, Inc., the Registrant, the Guarantors named on
    the signature pages thereto, and Wells Fargo Bank, National
    Association, as Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, including the form of
    113/4% Senior
    Subordinated Note due 2013, is incorporated herein by reference
    to Exhibit 4.1 to the
    Form S-44
.2

First Supplemental Indenture, dated as of April 27, 2006,
    among Cogent Management Inc., the Registrant and Wells Fargo
    Bank, National Association, as Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, is incorporated herein by reference
    to Exhibit 4.2 to the
    Form S-44
.3

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by Financial Models Company Ltd.,
    Financial Models Holdings Inc., SS&C
    Fund Administration Services LLC, OMR Systems Corporation
    and Open Information Systems, Inc. is incorporated herein by
    reference to Exhibit 4.3 to the
    Form S-44
.4

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by Cogent Management Inc. is
    incorporated herein by reference to Exhibit 4.4 to the
    Form S-44
.5

Registration Rights Agreement, dated as of November 23,
    2005, among Sunshine Acquisition II, Inc., the Registrant and
    the Guarantors named therein, as Issuers, and Wachovia Capital
    Markets, LLC, J.P. Morgan Securities Inc. and Banc of
    America Securities LLC, as Initial Purchasers, is incorporated
    herein by reference to Exhibit 4.5 to the
    Form S-44
.6

Purchase Agreement, dated as of November 17, 2005, between
    Sunshine Acquisition II, Inc. and the Initial Purchasers named
    in Schedule I thereto is incorporated herein by reference
    to Exhibit 4.6 to the
    Form S-44
.7

Joinder Agreement, dated as of November 23, 2005, executed
    by the Registrant, Financial Models Company Ltd., Financial
    Models Holdings Inc., SS&C Fund Administration
    Services LLC, OMR Systems Corporation and Open Information
    Systems, Inc. is incorporated herein by reference to
    Exhibit 4.7 to the
    Form S-44
.8

Joinder Agreement, dated as of April 27, 2006, executed by
    Cogent Management Inc. is incorporated herein by reference to
    Exhibit 4.8 to the
    Form S-44
.9

Second Supplemental Indenture, dated as of September 1,
    2009, among SS&C Technologies Connecticut, LLC, the
    Registrant and Wells Fargo Bank, National Association, as
    Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, is incorporated herein by reference
    to Exhibit 10.3 to the Registrants Current Report on
    Form 8-K,
    filed on September 4, 2009 (File No. 000-28430) (the
    September 4, 2009
    8-K)4
.10

Third Supplemental Indenture, dated as of December 22,
    2009, among TheNextRound, Inc., the Registrant and Wells Fargo
    Bank, National Association, as Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, is incorporated herein by reference
    to Exhibit 10.2 to the Registrants Current Report on
    Form 8-K,
    filed on December 23, 2009 (File No. 000-28430) (the
    December 23, 2009
    8-K)4
.11

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by SS&C Technologies
    Connecticut, LLC is incorporated herein by reference to
    Exhibit 10.4 to the September 4, 2009
    8-K




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##### Table of Contents



ExhibitNumber

Description of Exhibit4
.12

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by TheNextRound, Inc. is
    incorporated herein by reference to Exhibit 10.3 to the
    December 23, 2009
    8-K4
.13

Joinder Agreement, dated as of September 1, 2009, executed
    by SS&C Technologies Connecticut, LLC is incorporated
    herein by reference to Exhibit 10.5 to the
    September 4, 2009
    8-K4
.14

Joinder Agreement, dated as of December 22, 2009, executed
    by TheNextRound, Inc. is incorporated herein by reference to
    Exhibit 10.4 to the December 23, 2009
    8-K10
.1

Credit Agreement, dated as of November 23, 2005, among
    Sunshine Acquisition II, Inc., the Registrant, SS&C
    Technologies Canada Corp., the several lenders from time to time
    parties thereto, JPMorgan Chase Bank, N.A., as Administrative
    Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
    Administrative Agent, Wachovia Bank, National Association, as
    Syndication Agent, and Bank of America, N.A., as Documentation
    Agent, is incorporated herein by reference to Exhibit 10.1
    to the
    Form S-410
.2

Guarantee and Collateral Agreement, dated as of
    November 23, 2005, made by Sunshine Acquisition
    Corporation, Sunshine Acquisition II, Inc., the Registrant and
    certain of its subsidiaries in favor of JPMorgan Chase Bank,
    N.A., as Administrative Agent, is incorporated herein by
    reference to Exhibit 10.2 to the
    Form S-410
.3

CDN Guarantee and Collateral Agreement, dated as of
    November 23, 2005, made by SS&C Technologies Canada
    Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase
    Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is
    incorporated herein by reference to Exhibit 10.3 to the
    Form S-410
.4

Assumption Agreement, dated as of April 27, 2006, made by
    Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A.,
    as Administrative Agent, is incorporated herein by reference to
    Exhibit 10.4 to the
    Form S-410
.5*

Stockholders Agreement of Sunshine Acquisition Corporation,
    dated as of November 23, 2005, by and among Sunshine
    Acquisition Corporation, Carlyle Partners IV, L.P., CP IV
    Coinvestment, L.P., William C. Stone and Other Executive
    Stockholders (as defined therein) is incorporated herein by
    reference to Exhibit 10.5 to the
    Form S-410
.6

Registration Rights Agreement, dated as of November 23,
    2005, by and among Sunshine Acquisition Corporation, Carlyle
    Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone
    and Other Executive Investors (as defined therein) is
    incorporated herein by reference to Exhibit 10.6 to the
    Form S-410
.7*

Form of Service Provider Stockholders Agreement of Sunshine
    Acquisition Corporation by and among Sunshine Acquisition
    Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P.
    and the Service Provider Stockholders (as defined therein) is
    incorporated herein by reference to Exhibit 10.7 to the
    Form S-410
.8

Management Agreement, dated as of November 23, 2005,
    between Sunshine Acquisition Corporation, William C. Stone and
    TC Group, L.L.C. is incorporated herein by reference to
    Exhibit 10.8 to the
    Form S-410
.9

SS&C Technologies, Inc. Management Rights Agreement, dated
    as of November 23, 2005, by and among Carlyle Partners IV,
    L.P., CP IV Coinvestment, L.P., Sunshine Acquisition Corporation
    and the Registrant is incorporated herein by reference to
    Exhibit 10.9 to the
    Form S-410
.10*

1998 Stock Incentive Plan, including form of stock option
    agreement, is incorporated herein by reference to
    Exhibit 10.10 to the
    Form S-410
.11*

1999 Non-Officer Employee Stock Incentive Plan, including form
    of stock option agreement, is incorporated herein by reference
    to Exhibit 10.11 to the
    Form S-410
.12*

Form of Option Assumption Notice for 1998 Stock Incentive Plan
    and 1999 Non-Officer Employee Stock Incentive Plan is
    incorporated herein by reference to Exhibit 10.12 to the
    Form S-410
.13*

2006 Equity Incentive Plan is incorporated herein by reference
    to Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on August 15, 2006 (File
    No. 333-135139)
    (the August 15, 2006
    8-K)




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.14*

Form of Stock Option Grant Notice and Stock Option Agreement is
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 (File
    No. 333-135139)10
.15*

Form of Dividend Equivalent Agreement is incorporated herein by
    reference to Exhibit 10.3 to the August 15, 2006
    8-K10
.16*

Form of Stock Award Agreement is incorporated herein by
    reference to Exhibit 10.4 to the August 15, 2006
    8-K10
.17*

Employment Agreement, dated as of November 23, 2005, by and
    between William C. Stone and Sunshine Acquisition Corporation is
    incorporated herein by reference to Exhibit 10.13 to the
    Form S-410
.18

Lease Agreement, dated September 23, 1997, by and between
    the Registrant and Monarch Life Insurance Company, as amended by
    First Amendment to Lease dated as of November 18, 1997, is
    incorporated herein by reference to Exhibit 10.15 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1997 (File
    No. 000-28430)10
.19

Second Amendment to Lease, dated as of April 1999, between the
    Registrant and New Boston Lamberton Limited Partnership is
    incorporated herein by reference to Exhibit 10.12 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 000-28430)
    (the 2004
    10-K)10
.20

Third Amendment to Lease, effective as of July 1, 1999,
    between the Registrant and New Boston Lamberton Limited
    Partnership is incorporated herein by reference to
    Exhibit 10.13 to the 2004
    10-K10
.21

Fourth Amendment to Lease, effective as of June 7, 2005,
    between the Registrant and New Boston Lamberton Limited
    Partnership, is incorporated herein by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005 (File
    No. 000-28430)
    (the Q2 2005
    10-Q)10
.22

Lease Agreement, dated January 6, 1998, by and between
    Financial Models Company Inc. and Polaris Realty (Canada)
    Limited, as amended by First Amendment of Lease, dated as of
    June 24, 1998, and as amended by Second Lease Amending
    Agreement, dated as of November 13, 1998, is incorporated
    herein by reference to Exhibit 10.6 to the Q2 2005
    10-Q10
.23

First Amendment, dated as of March 6, 2007, to the Credit
    Agreement, dated as of November 23, 2005, among the
    Registrant, SS&C Technologies Canada Corp., as CDN
    Borrower, the several banks and other financial institutions or
    entities from time to time parties to the Credit Agreement as
    lenders, Wachovia Bank, National Association, as Syndication
    Agent, JPMorgan Chase Bank, N.A., as administrative agent and
    JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
    Administrative Agent, is incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current on
    Form 8-K,
    filed on March 9, 2007 (File
    No. 333-135139)10
.24

Fifth Amendment to Lease, dated as of November 1, 2006, by
    and between the Registrant and New Boston Limited
    Partnership is incorporated herein by reference to
    Exhibit 10.25 to SS&C Technologies Holdings,
    Inc.s Registration Statement on
    Form S-1,
    as amended (File
    No. 333-143719)
    (the
    Form S-1)10
.25*

2008 Stock Incentive Plan is incorporated herein by reference to
    Exhibit 10.26 to the
    Form S-110
.26*

Form of 2008 Stock Incentive Plan Stock Option Grant Notice and
    Stock Option Agreement is incorporated herein by reference to
    Exhibit 10.27 to the
    Form S-110
.27*

Amendment No. 1, dated April 22, 2008, to the
    Stockholders Agreement dated as of November 23, 2005, by
    and among SS&C Technologies Holdings, Inc., Carlyle
    Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone
    is incorporated herein by reference to Exhibit 10.28 to the
    Form S-110
.28*

Amendment No. 1, dated April 22, 2008, to the Service
    Provider Stockholders Agreement dated as of November 23,
    2005, by and among SS&C Technologies Holdings, Inc.,
    Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is
    incorporated herein by reference to Exhibit 10.29 to the
    Form S-110
.29

Amendment No. 1, dated April 22, 2008, to the
    Management Agreement dated as of November 23, 2005, by and
    among SS&C Technologies Holdings, Inc., William C. Stone
    and TC Group, L.L.C. is incorporated herein by reference to
    Exhibit 10.30 to the
    Form S-110
.30

Assumption Agreement, dated as of August 31, 2009, made by
    SS&C Technologies Connecticut, LLC, in favor of JPMorgan
    Chase Bank, N.A., as Administrative Agent, is incorporated
    herein by reference to Exhibit 10.1 to the
    September 4, 2009
    8-K




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.31

Assumption Agreement, dated as of December 22, 2009, made
    by TheNextRound, Inc., in favor of JPMorgan Chase Bank, N.A., as
    Administrative Agent, is incorporated herein by reference to
    Exhibit 10.1 to the December 23, 2009
    8-K10
.32

Acknowledgment and Confirmation Agreement, dated as of
    August 31, 2009, among SS&C Technologies Canada Corp.,
    JPMorgan Chase Bank, N.A. and JPMorgan Chase Bank, N.A., Toronto
    Branch, is incorporated herein by reference to Exhibit 10.2
    to the September 4, 2009
    8-K10
.33*

Amended and Restated Stock Option Agreement, dated
    February 16, 2010, between SS&C Technologies Holdings,
    Inc. and William C. Stone12


Statement of Computation of Ratio of Earnings to Fixed Charges21


Subsidiaries of the Registrant31
.1

Certifications of the Registrants Chief Executive Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certifications of the Registrants Chief Financial Officer
    pursuant to Section 302 of the Sarbanes-Oxley Act of 200232


Certification of the Registrants Chief Executive Officer
    and Chief Financial Officer pursuant to 18 U.S.C.
    Section 1351, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement filed
    herewith in response to Item 15(a)(3) of the Instructions
    to the Annual Report on Form 10-K.
    
    The Registrant hereby agrees to furnish supplementally a copy of
    any omitted schedules to this agreement to the Securities and
    Exchange Commission upon its request.
    
    Confidential treatment has been requested as to certain portions
    of this Exhibit. Such portions have been omitted and filed
    separately with the Securities and Exchange Commission.