Form of 6.125% Senior Note due 2017



 Exhibit 4.3 
 THIS IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREIN. 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE OBLIGOR OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF. 








			
	No. 001	  	$250,000,000

 6.125% Senior Note due 2017 
 CUSIP No. 11133T AA1 
 ISIN No. US11133TAA16 
 BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum listed on
the Schedule of Increases or Decreases in Global Note attached hereto on June 1, 2017. 
 Interest Payment Dates: June 1 and
December 1. 
 Record Dates: May 15 and November 15. 







 Additional provisions of this Senior Note are set forth on the other side of this Senior Note.

 IN WITNESS WHEREOF, the parties have caused this instrument to be duly executed. 
  

			
	BROADRIDGE FINANCIAL SOLUTIONS, INC.,
		
	by	 	  

	Name:	 	
	Title:	 	


 Dated: May 29, 2007 
  

					
	TRUSTEE’S CERTIFICATE OF AUTHENTICATION
	U.S. BANK NATIONAL ASSOCIATION,
		
		 	 as Trustee, certifies that this is one of the Senior
 Notes referred to in the First Supplemental Indenture.

			
		 	by	 	  

		 		 	Authorized Signatory








 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 
 The initial principal amount of this Global Note is $250,000,000. The following increases or decreases in this Global Note have been made: 
  

									
	 Date of
 Exchange
	  	 Amount of decrease
in
Principal Amount of this
 Global Note
	  	 Amount of increase
in
Principal Amount of this
 Global Note
	  	 Principal amount
of
this Global Note following such
 decrease or increase
	  	 Signature of authorized
 signatory of Trustee









 6.125% Senior Notes due 2017 
 1. Interest 
 BROADRIDGE FINANCIAL SOLUTIONS, INC., a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being herein called the “Obligor”), promises to pay interest on the principal amount of this Senior Note at the rate per annum shown above. The Obligor shall pay
interest semiannually on June 1 and December 1 of each year. Interest on this Senior Note shall accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for,
from May 29, 2007 until the principal hereof is due. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. The Obligor shall pay interest on overdue principal at the rate borne by this Senior Note plus 2% per
annum, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 
 2. Method of Payment 
 The Obligor shall pay interest on this Senior Note (except defaulted interest) to the Persons who are registered Holders at the close of business on the
Record Date. Holders must surrender this Senior Note to a Paying Agent to collect principal payments. Payments in respect of this Senior Note represented by a Global Note (including principal, premium, if any, and interest) shall be made in
immediately available funds to DTC or its nominees, as the case may be, as the Holder of such Global Note. The Obligor will make all payments in respect of any certificated Senior Note (including principal, premium, if any, and interest) at the
office of the Paying Agent, except that, at the option of the Obligor, payment of interest may be made by mailing a check to the registered address of each Holder thereof or, upon request of a Holder of at least $1,000,000 aggregate principal amount
of Senior Notes, by wire transfer to an account located in the United States by the payee. 
 3. Paying Agent and Registrar 
 Initially, U.S. Bank National Association, a United States banking association (the “Trustee”), will act as Paying Agent and Registrar. The
Obligor may act as Paying Agent. 
 4. Indenture 
 The Obligor issued this Senior Note under an Indenture dated as of May 29, 2007 (the “Base Indenture”), between the Obligor and the Trustee, as supplemented by the First Supplemental Indenture, dated as of May 29, 2007
(the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The terms of this Senior Note include those stated in the Indenture, and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§ 77aaa 77bbbb) as in effect on the date of the Indenture (the “TIA”). Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture.
This Senior Note is subject to all terms and provisions of the Indenture, and Holders (as defined in the 








 
Indenture) are referred to the Indenture and the TIA for a statement of such terms and provisions. In the event of a conflict between any provision of this
Senior Note and the Indenture, the Indenture shall govern such provision. 
 This Senior Note is a senior unsecured obligation of the Obligor
of which an unlimited aggregate principal amount may be at any one time Outstanding. The Indenture imposes certain limitations on the ability of the Obligor and its Significant Subsidiaries to, among other things, create or incur Liens and enter
into certain Sale-Leaseback Transactions. The Indenture also imposes limitations on the ability of the Obligor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all its property. 
 5. Optional Redemption 
 The Obligor may redeem this
Senior Note at its option at any time in whole or in part. If the Obligor elects to redeem this Senior Note, it will pay a Redemption Price equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest thereon to,
but not including, the Redemption Date: 
  

	 	•	 	 100% of the aggregate principal amount of this Senior Note; or 


  

	 	•	 	 the sum of the present values of the Remaining Scheduled Payments. In determining the present values of the Remaining Scheduled Payments the Obligor shall discount
such payments to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a discount rate equal to the Treasury Rate plus 0.25%. 


 6. Sinking Fund 
 This Senior Note is not subject to
any sinking fund. 
 7. Notice of Redemption 
 If the Obligor elects to redeem this Senior Note, it shall furnish the Trustee, at least 45 days but not more than 60 days before the Redemption Date, an Officer’s Certificate setting forth (1) the Redemption Date and (2) the
CUSIP and/or ISIN numbers of this Senior Note. 
 Notice of redemption to the Holders of this Senior Note at the option of the Obligor shall
be given by first-class mail, postage prepaid, mailed not fewer than 30 nor more than 60 days prior to the Redemption Date to each such Holder at such Holder’s last address appearing in the Senior Note Register. 







 8. Repurchase of this Senior Note at the Option of Holders upon Change of Control Repurchase Event 
 If a Change of Control Repurchase Event occurs, unless the Obligor has exercised its right to redeem this Senior Note as described in the Indenture, the
Obligor will be required to make an offer to each Holder of this Senior Note to repurchase all or any part (in excess of $2,000 and in integral multiples of $1,000) of the applicable percentage of this Senior Note at a repurchase price in cash equal
to 101% of the aggregate principal amount of such percentage of this Senior Note plus any accrued and unpaid interest on this Senior Note repurchased to, but not including, the date of repurchase, as provided in, and subject to the terms of, the
Indenture. 
 9. Denominations; Transfer; Exchange 
 Senior Notes may be issued in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may transfer or exchange this Senior Note in accordance with the Indenture. Upon
any transfer or exchange, the Obligor and the Trustee may require a Holder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture. The Obligor need not
register the transfer of or exchange this Senior Note if selected for redemption (except, in the event it will be redeemed in part, the portion not to be redeemed) or to transfer or exchange this Senior Note for a period of 15 days prior to a
selection of Senior Notes to be redeemed. 
 10. Persons Deemed Owners 
 With certain exceptions, the registered Holder of this Senior Note may be treated as the owner of it for all purposes. 
 11.
Unclaimed Money 
 If money for the payment of principal or interest, if any, remains unclaimed for two years, the Trustee shall pay
the money back to the Obligor at its request. After any such payment, Holders entitled to the money must look to the Obligor for payment as unsecured general creditors and the Trustee and the Paying Agent shall have no further liability with respect
to such monies. 
 12. Discharge and Defeasance 
 Subject to certain conditions, the Obligor at any time may terminate some of or all its obligations under this Senior Note and the Indenture if the Obligor deposits with the Trustee U.S. dollars or non-callable U.S. Government Obligations
for the payment of principal of, premium, if any, and interest on, this Senior Note to redemption or maturity, as the case may be. 







 13. Amendment, Waiver 
 Subject to certain exceptions set forth in the Indenture, (i) the Indenture may be amended under certain circumstances with the written consent of the Holders of at least a majority in aggregate principal amount
of the Outstanding Senior Notes and (ii) certain defaults may be waived with the written consent of the Holders of at least a majority in principal amount of the Outstanding Senior Notes. Subject to certain exceptions set forth in the
Indenture, without the consent of the Holders of any Senior Notes, the Obligor and the Trustee may amend the Indenture: (i) to evidence the succession of another Person to the Obligor and the assumption by any such successor of the covenants of
the Obligor under the Indenture and the Senior Notes; (ii) to add to the covenants of the Obligor for the benefit of Holders of the Senior Notes or to surrender any right or power conferred upon the Obligor; (iii) to add any additional
events of default for the benefit of Holders of the Senior Notes; (iv) to add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of Senior Notes in bearer form, registrable or not registrable
as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Senior Notes in uncertificated form; (v) to secure the Senior Notes; (vi) to add or appoint a successor or separate Trustee; (vii) to
cure any ambiguity, defect or inconsistency; (viii) to supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of Senior Notes, provided that the interests of the holders of the Senior
Notes are not adversely affected in any material respect; (ix) to make any other change that would not adversely affect the Holders of the Senior Notes; (x) to make any change necessary to comply with any requirement of the Commission in
connection with the qualification of the Indenture or any supplemental Indenture under the TIA; and (xi) to conform the Indenture to the section entitled “Description of Notes” in the prospectus supplement dated May 23, 2007
relating to the Senior Notes. 
 14. Defaults and Remedies 
 If any Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) with respect to this Senior Note occurs and is continuing, then either the
Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be
immediately due and payable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of
the Company occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the
Holders of the Senior Notes, to the full extent permitted by applicable law. 
 Under certain circumstances, the Holders of a majority in
principal amount of the Outstanding Senior Notes may rescind any such acceleration with respect to the Senior Notes and its consequences. 







 No Holder of this Senior Note may institute any action, unless and until: (i) such Holder has given
the Trustee written notice of a continuing Event of Default with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Notes have made a written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and offer of indemnity; and (v) no inconsistent direction has been given to the Trustee
during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Senior Notes. 
 15. Trustee Dealings with the
Obligor 
 Subject to certain limitations imposed by the TIA, the Trustee under the Indenture, in its individual or any other capacity,
may become the owner or pledgee of this Senior Note and may otherwise deal with the Obligor with the same rights it would have if it were not Trustee. 
 16.
Authentication 
 This Senior Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent)
manually signs the certificate of authentication on the other side of this Senior Note. 
 17. Governing Law 
 THIS SENIOR NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO RULES GOVERNING
THE CONFLICTS OF LAW. 
 18. CUSIP and ISIN Numbers 
 The Obligor has caused CUSIP and ISIN numbers to be printed on this Senior Note and has directed the Trustee to use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is
made as to the accuracy of such numbers either as printed on this Senior Note or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 
 The Obligor will furnish to any Holder of this Senior Note upon written request and without charge to the Holder a copy of the Indenture which has in
it the text of this Senior Note.