Exhibit 3.29
Delaware | PAGE 1 | |||
| The First State |
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF MERGER, WHICH MERGES:
“SUNGARD ASSET MANAGEMENT SYSTEMS LLC”, A DELAWARE LIMITED LIABILITY COMPANY,
“SUNGARD BUSINESS SYSTEMS LLC”, A DELAWARE LIMITED LIABILITY COMPANY,
“SUNGARD EXPERT SOLUTIONS LLC”, A UTAH LIMITED LIABILITY COMPANY,
“SUNGARD INSTITUTIONAL PRODUCTS LLC”, A DELAWARE LIMITED LIABILITY COMPANY,
WITH AND INTO “SUNGARD TRUST SYSTEMS LLC” UNDER THE NAME OF “SUNGARD BUSINESS SYSTEMS LLC”, A LIMITED LIABILITY COMPANY ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE SEVENTEENTH DAY OF DECEMBER, A.D. 2008, AT 4:07 O’CLOCK PM.
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2008, AT 11:59 O’CLOCK P.M.
 | /s/ Harriet Smith Windsor | |||||||
| Harriet Smith Windsor, Secretary of State | ||||||||
AUTHENTICATION:
DATE: | 7037371
12-19-08 | |||||||
STATE OF DELAWARE
CERTIFICATEOF MERGEROF DOMESTICAND FOREIGN LIMITED LIABILITY COMPANIES
INTOA DOMESTIC LIMITED LIABILITY COMPANY
Pursuant to Title 6, Section 18-209 of the Delaware Limited Liability Company Act, the undersigned limited liability company executed the following Certificate of Merger:
FIRST: The name of the surviving limited liability company isSUNGARD TRUST SYSTEMS LLC, a Delaware limited liability company.
SECOND: The names and states of jurisdiction of the limited liability companies being merged into this surviving limited liability company are:
NAME | STATE OF JURISDICTION | |
SunGard Asset Management Systems LLC | Delaware | |
SunGard Business Systems LLC | Delaware | |
SunGard Expert Solutions LLC | Utah | |
SunGard Institutional Products LLC | Delaware |
THIRD: The Agreement and Plan of Merger has been approved and executed by all limited liability companies.
FOURTH: The name of the surviving limited liability company isSUNGARD TRUST SYSTEMS LLC.
FIFTH: The Certificate of Formation of the surviving limited liability company shall be amended to change the name of the surviving limited liability company toSUNGARD BUSINESS SYSTEMS LLC.
SIXTH: The merger is to become effective on 12/31/2008 at 11:59 PM EST.
SEVENTH: The Agreement and Plan of Merger s on file at 680 E. Swedesford Road, Wayne, PA 19087, a place of business of the surviving limited liability company.
EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving limited liability company on request, without cost, to any member of the constituent limited liability companies or any person holding an interest in any other business entity which is to merge.
IN WITNESS WHEREOF, said surviving limited liability company has caused this certificate to be signed by an authorized person, the 18th day of December, 2008.
| By: | /s/ Michael J. Ruane | |
| Michael J. Ruane, Manager |
CERTIFICATE OF FORMATION
OF
SUNGARD TRUST SYSTEMS LLC
This Certificate of Formation of SunGard Trust Systems LLC is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware (6 Del. C. § 18-101,et seq.).
FIRST: The name of the limited liability company is:
SunGard Trust Systems LLC
SECOND: The address of the registered office of the limited liability company in the State of Delaware is:
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
THIRD: The name and address of the registered agent of the limited liability company for service of process on the limited liability company in the State of Delaware is:
The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
FOURTH: This Certificate of Formation shall become effective at 11:59 p.m. (EDT) on August 12, 2005.
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IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 12th day of August, 2005.
| /s/ Michael J. Ruane |
| Michael J. Ruane, Authorized Person |
SunGard Trust Systems LLC Certificate of Formation
CERTIFICATE OF CONVERSION
OF
SUNGARD TRUST SYSTEMS INC.
TO
SUNGARD TRUST SYSTEMS LLC
Pursuant to Title 6, Section 18-214 of the Limited Liability Company Act of the State of Delaware, SunGard Trust Systems Inc., a North Carolina corporation (the “Corporation”), does hereby certify to the following information relating to the conversion of the Corporation into SunGard Trust Systems LLC, a Delaware limited liability company:
| 1. | The Corporation was incorporated with the filing of Articles of Incorporation with the Secretary of State of the State of North Carolina on June 6, 1980. |
| 2. | The name of the Corporation immediately prior to filing this Certificate of Conversion is SunGard Trust Systems Inc. The name under which the Corporation was originally incorporated is SIS of N.C., Inc. |
| 3. | The name of the limited liability company into which the Corporation shall be converted, as set forth in its Certificate of Formation, is SunGard Trust Systems LLC. |
| 4. | Pursuant to Title 6, Section 18-214 of the Limited Liability Company Act of the State of Delaware, this Certificate of Conversion shall be effective at 11:59 p.m. EDT on August 12, 2005. |
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Conversion to be signed by an authorized person this 12th day of August, 2005.
| By: | /s/ Michael J. Ruane | |
| Michael J. Ruane, Authorized Person | ||
State of North Carolina
Department of the Secretary of State
ARTICLES OF CONVERSION
Pursuant to §§ 55-11A-12, 57C-9A-12, 59-73.22, or 59-1062 of the General Statutes of North Carolina, as applicable, the undersigned converting business entity does hereby submit these Articles of Conversion for the purpose of converting to a different business entity.
| 1. | The name of the converting business entity is SunGard Trust Systems Inc. |
| 2. | The converting business entity is a(check one)x domestic corporation;¨ domestic limited liability company;¨ domestic limited partnership;¨ domestic registered limited liability partnership; or¨ domestic partnership. |
| 3. | The name of the resulting business entity is: SunGard Trust Systems LLC. |
| 4. | The resulting business entity is a(check one)¨ foreign corporation;x foreign limited liability company;¨ foreign limited partnership;¨ foreign limited liability partnership; or¨ other partnership as defined in G. S. 59-36 not formed under the laws of North Carolina. |
| 5. | The organization and internal affairs of the resulting business entity are governed by the laws of the state or country of Delaware. |
| 6. | The resulting business entity is not authorized to transact business or conduct affairs in this State. The mailing address of the resulting business entity is: 5510 77 Center Drive, Charlotte, North Carolina 28217. The resulting business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State. |
| 7. | A plan of conversion has been approved by the converting business entity as required by law. |
| 8. | These articles will be effective upon filing, unless a date and/or time is specified: August 12, 2005 at 11:59 p.m. (EDT) |
This the 12th day of August, 2005
| SunGard Trust Systems Inc. |
| /s/ Michael J. Ruane |
| Signature |
| Michael J. Ruane, Assistant Vice President |
| Type or Print Name and Title |
NOTES:
| 1. | Filing fee is $50. This document must be filed with the Secretary of State. |
| CORPORATIONS DIVISION | P. O. BOX 29622 | RALEIGH, NC 27626-0622 | ||
| (Revised January, 2002) | (Form BE-16) |
SUNGARD TRUST SYSTEMS INC.
PLAN OF CONVERSION
SunGard Trust Systems Inc., a North Carolina corporation (the “Corporation” or the “Converting Entity”), hereby adopts the following Plan of Conversion, dated as of August 12, 2005 (the “Plan”) pursuant to which the Corporation shall be converted (the “Conversion”) into SunGard Trust Systems LLC, a Delaware limited liability company (the “LLC” or the “Converted Entity”).
ARTICLE I.
THE CONVERSION
Section 1.01.The Conversion.
(a) At the Effective Time (as defined in this Section 1.01) of the Conversion, the Corporation, a North Carolina corporation, shall be converted into the LLC, a Delaware limited liability company, in accordance with the provisions of the North Carolina Business Corporation Act (the “NCBCA”) and Section 18-214 of the Limited Liability Company Act of the State of Delaware (the “DLLCA”). The Corporation is continuing its existence in the organizational form of the Converted Entity, and the Converted Entity shall possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities, restrictions and duties of the Corporation, all as provided under the NCBCA and the DLLCA.
(b) The name of the Converted Entity shall be “SunGard Trust Systems LLC”.
(c) Promptly after the execution hereof, the Corporation will file a certificate of conversion to limited liability company and a certificate of formation of a limited liability company with the Secretary of State of the State of Delaware and articles of conversion with the Secretary of State of the State of North Carolina. Each of the certificate of conversion to limited liability company, certificate of formation of a limited liability company and the articles of conversion shall provide that the Conversion shall be effective as of 11:59 p.m. EDT on August 12, 2005 (the “Effective Time”).
Section 1.02.Effect on Shares. At the Effective Time, the outstanding stock of the Corporation will be converted into a 100% membership interest in the Converted Entity by reason of the Conversion, and, accordingly, the stock certificate or certificates representing the outstanding stock of the Corporation shall be cancelled by the Secretary of the Corporation and filed in the stock records of the Corporation.
ARTICLE II.
THE CONVERTED ENTITY
Section 2.01.Limited Liability Company Agreement of Converted Entity. The Limited Liability Company Agreement of the Converted Entity (the “LLC Agreement”) is attached hereto asExhibit A.
Section 2.02.Member of Converted Entity. From and after the Effective Time, the sole stockholder of the Converting Entity shall continue as the sole member of the Converted Entity, subject to the provisions of the Limited Liability Agreement of the Converted Entity.
Section 2.03.Managers and Officers. The persons who are the officers and members of the Board of Managers of the Converted Entity as provided in the LLC Agreement shall be the officers and members of the Board of Managers of the Converted Entity, each of such officers and members of the Board of Managers to serve until his or her resignation or removal or until his or her successor has been duly elected and qualified in accordance with the laws of the State of Delaware and the Limited Liability Company Agreement of the Converted Entity.
ARTICLE III.
MISCELLANEOUS
Section 3.01.Governing Law. This Plan shall be governed by and construed in accordance with the laws of the State of Delaware.
Section 3.02.Termination. Anything herein or elsewhere to the contrary notwithstanding, this Plan may be terminated and abandoned by the Board of Directors of the Corporation at any time before the Effective Time. In the event of termination and abandonment under this Section 3.02, this Plan shall forthwith become void and there shall be no liability on the part of the Board of Directors of the Corporation or its respective directors and shareholders.
Section 3.03.Entire Plan, Assignability, Etc. This Plan (i) constitutes the entire plan, and supersedes all other prior plans and understandings, both written and oral, with respect to the subject matter hereof, and (ii) is not intended to confer upon any person other than the Corporation and its shareholders and directors any rights or remedies hereunder.
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-9-
IN WITNESS WHEREOF, the Corporation has caused this Plan to be duly executed by its authorized officer as of the day and year first above written.
| SUNGARD TRUST SYSTEMS INC. | ||
| By: | /s/ Michael J. Ruane | |
| Michael J. Ruane, Assistant Vice President | ||
Signature Page to Plan of Conversion of SunGard Trust Systems Inc. into SunGard Trust Systems LLC
Exhibit A
Limited Liability Company Agreement
See attached.