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- S-4 Registration of securities issued in business combination transactions
- 3.3 Certificate of Incorporation of Asc Software Inc.
- 3.4 Bylaws of Asc Software Inc.
- 3.5 Certificate of Formation of Assent Software LLC
- 3.6 Limited Liability Company Agreement of Assent Software LLC
- 3.7 Certificate of Formation of Automated Securities Clearance LLC
- 3.8 Limited Liability Company Agreement of Automated Securities Clearance LLC
- 3.9 Certificate of Formation of Bancware LLC
- 3.10 Limited Liability Company Agreement of Bancware LLC
- 3.11 Certificate of Incorporation of Data Technology Services Inc.
- 3.12 By-laws of Data Technology Services Inc.
- 3.13 Certificate of Incorporation of Derivatech Risk Solutions Inc.
- 3.14 By-laws of Derivatech Risk Solutions Inc.
- 3.15 Articles of Organization of Exeter Educational Management Systems, Inc.
- 3.16 By-laws of Exeter Educational Management Systems, Inc.
- 3.17 Certificate of Formation of FDP LLC
- 3.18 Limited Liability Company Agreement of FDP LLC
- 3.19 Certificate of Incorporation of Financial Data Planning Corp.
- 3.20 By-laws of Financial Data Planning Corp.
- 3.21 Certificate of Formation of the Getpaid LLC
- 3.22 Limited Liability Company Agreement of the Getpaid LLC
- 3.23 Certificate of Incorporation of Hte - Ucs, Inc.
- 3.24 By-laws of Hte - Ucs, Inc.
- 3.25 Certificate of Formation of Inflow LLC
- 3.26 Limited Liability Company Agreement of Inflow LLC
- 3.27 Certificate of Incorporation of MBM Inc.
- 3.28 By-laws of MBM Inc.
- 3.29 Certificate of Formation of Microhedge LLC
- 3.30 By-laws of Microhedge LLC
- 3.31 Certificate of Incorporation of Online Securities Processing Inc.
- 3.32 By-laws of Online Securities Processing Inc.
- 3.33 Certificate of Incorporation of Portfolio Ventures Inc.
- 3.34 By-laws of Plaid Brothers Software, Inc.
- 3.35 Certificate of Incorporation of Portfolio Ventures Inc.
- 3.36 By-laws of Portfolio Ventures Inc.
- 3.37 Certificate of Incorporation of Prescient Markets Inc.
- 3.38 By-laws of Prescient Markets Inc.
- 3.39 Certificate of Incorporation of Sis Europe Holdings Inc.
- 3.40 By-laws of Sis Europe Holdings Inc.
- 3.41 Certificate of Incorporation of SRS Development Inc.
- 3.42 By-laws of SRS Development Inc.
- 3.43 Certificate of Incorporation of Sungard Advisor Technologies Inc.
- 3.44 By-laws of Sungard Advisor Technologies Inc.
- 3.45 Certificate of Incorporation of Sungard Asia Pacific Inc.
- 3.46 By-laws of Sungard Asia Pacific Inc.
- 3.47 Certificate of Formation of Sungard Asset Management Systems LLC
- 3.48 Limited Liability Company Agreement of Asset Management Systems LLC
- 3.49 Certificate of Limited Partnership of Sungard Availability Services LP
- 3.50 Limited Partnership Agreement of Sungard Availability Services LP
- 3.51 Certificate of Incorporation of Sungard Availability Services LTD.
- 3.52 By-laws of Sungard Availability Services LTD.
- 3.53 Certificate of Formation of Sungard Bi-tech LLC
- 3.54 Limited Liability Company Agreement of Sungard Bi-tech LLC
- 3.55 Certificate of Incorporation of Sungard BSR Inc.
- 3.56 By-laws of Sungard BSR Inc.
- 3.57 Certificate of Formation of Sungard Business Systems LLC
- 3.58 By-laws of Sungard Business Systems LLC
- 3.59 Certificate of Incorporation of Sungard Canada Holdings Inc.
- 3.60 By-laws of Sungard Canada Holdings Inc.
- 3.61 Certificate of Incorporation of Sungard Collegis Inc.
- 3.62 By-laws of Sungard Collegis Inc.
- 3.63 Certificate of Formation of Sungard Computer Services LLC
- 3.64 Limited Liability Company Agreement of Sungard Computer Services LLC
- 3.65 Certificate of Incorporation of Sungard Consulting Services Inc.
- 3.66 By-laws of Sungard Consulting Services Inc.
- 3.67 Certificate of Formation - Conversion of Sungard Corbel LLC
- 3.68 Limited Liability Company Agreement of Sungard Corbel LLC
- 3.69 Certificate of Formation of Sungard Csa LLC
- 3.70 Limited Liability Company Agreement of Sungard Csa LLC
- 3.71 Certificate of Incorporation of Sungard Development Corporation
- 3.72 By-laws of Sungard Development Corporation
- 3.73 Certificate of Incorporation of Sungard Dis Inc.
- 3.74 By-laws of Sungard Dis Inc.
- 3.75 Certificate of Incorporation of Sungard Energy Systems Inc.
- 3.76 By-laws of Sungard Energy Systems Inc.
- 3.77 Certificate of Incorporation of Sungard Eprocess Intelligence Inc.
- 3.78 By-laws of Sungard Eprocess Intelligence Inc.
- 3.79 Articles of Merger
- 3.80 Bylaws of Sterling Wentworth Corporation
- 3.81 Certificate of Incorporation of Erisk Holdings, Inc.
- 3.82 Bylaws of Sungard Erisk Inc.
- 3.83 Certificate of Formation of Sungard Financial Systems LLC
- 3.84 By-laws of Sungard Financial Systems LLC
- 3.85 Certficate of Incorporation of Sungard Hte Inc.
- 3.86 By-laws of Sungard Hte Inc.
- 3.87 Certificate of Formation of Sungard Insurance Systems LLC
- 3.88 Limited Liability Company Agreement of Sungard Insurance Systems LLC
- 3.89 Certificate of Incorporation of Sungard Investment Products Inc.
- 3.90 By-laws of Sungard Investment Products Inc.
- 3.91 Certificate of Formation of Sungard Investment Systems LLC
- 3.92 [Limited Liability Company Agreement] of Sungard Investment Systems LLC
- 3.93 Certificate of Formation of Sungard Investment Ventures LLC
- 3.94 Limited Liability Company Agreement of Sungard Investment Ventures LLC
- 3.95 Certificate of Incorporation of Sungard Kiodex Inc.
- 3.96 By-laws of Sungard Kiodex Inc.
- 3.97 Certificate of Incorporation of Sungard Network Solutions Inc.
- 3.98 By-laws of Sungard Network Solutions Inc.
- 3.99 Certificate of Incorporation of Sungard Pentamation Inc.
- 3.100 By-laws of Sungard Pentamation Inc.
- 3.101 Certificate of Incorporation of Sungard Reference Data Solutions Inc.
- 3.102 By-laws of Sungard Reference Data Solutions Inc.
- 3.103 Certificate of Incorporation of Sungard Sas Holdings Inc.
- 3.104 By-laws of Sungard Sas Holdings Inc.
- 3.105 Certificate of Incorporation of Sungard SCT Inc.
- 3.106 By-laws of Sungard SCT Inc.
- 3.107 Certificate of Formation of Sungard Securities Finance LLC
- 3.108 By-laws of Sungard Securities Finance LLC
- 3.109 Certificate of Incorporation of Sungard Securities Finance International Inc.
- 3.110 By-laws of Sungard Securities Finance International Inc.
- 3.111 Certificate of Formation of Sungard Shareholder Systems LLC
- 3.112 Limited Liability Company Agreement of Sungard Shareholder Systems LLC
- 3.113 Certificate of Incorporation of Sungard Software, Inc.
- 3.114 By-laws of Sungard Software, Inc.
- 3.115 Certificate of Incorporation of Sungard Systems International Inc.
- 3.116 By-laws of Sungard Systems International Inc.
- 3.117 Certificate of Formation of Sungard Technology Services LLC
- 3.118 Limited Liability Company Agreement of Sungard Technology Services LLC
- 3.119 Certificate of Formation of Sungard Trading Systems Var LLC
- 3.120 Limited Liability Company Agreement of Sungard Trading Systems Var LLC
- 3.121 Certificate of Incorporation of Sungard Treasury Systems Inc.
- 3.122 By-laws of Sungard Tresury Systems Inc.
- 3.123 Certificate of Formation of Sungard Trust Systems LLC
- 3.124 Limited Liability Company Agreement of Sungard Trust Systems LLC
- 3.125 Certificate of Formation of Sungard Workflow Solutions LLC
- 3.126 Limited Liability Company Agreement of Sungard Workflow Solutions LLC
- 3.127 Certificate of Incorporation of Systems & Computer Technology Corporation
- 3.128 By-laws of Systems & Computer Technology Corporation
- 3.129 Articles of Organization of Trust Tax Services of America, Inc.
- 3.130 By-laws of Trust Tax Services of America, Inc.
- 3.131 Certificate of Incorporation of Wall Street Concepts Inc.
- 3.132 By-laws of Wall Street Concepts Inc.
- 3.133 Certificate of Incorporation of Worlds Systems Inc.
- 3.134 By-laws of World Systems Inc.
- 5.1 Opinion of Simpson, Thacher & Barlett LLP
- 5.2 Opinion of Sheppard, Mullin, Richter & Hampton LLP
- 5.3 Opinion of Blank Rome LLP
- 5.4 Opinion of Ropes & Gray LLP
- 5.5 Opinion of Snell & Wilmer L.L.P.
- 21.1 List of Subsidiaries
- 23.6 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility - the Bank of New York
- 25.2 Form T-1 Statement of Eligibility - the Bank of New York
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
- COVER Cover
EXHIBIT 99.2
SUNGARD DATA SYSTEMS INC.
OFFER TO EXCHANGE
$1,000,000,000 PRINCIPAL AMOUNT OF ITS 10 1/4% SENIOR SUBORDINATED NOTES DUE 2015, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 10 1/4% SENIOR SUBORDINATED NOTES DUE 2015
, 2006
To Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees:
As described in the enclosed Prospectus, dated , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and Letter of Transmittal (the “Letter of Transmittal”), SunGard Data Systems Inc. (the “Company”) and certain subsidiaries of the Company (the “Guarantors”), are offering to exchange (the “Exchange Offer”) an aggregate principal amount of up to $1,000,000,000 of its 10 1/4% Senior Subordinated Notes due 2015, which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for any and all of its outstanding 10 1/4% Senior Subordinated Notes due 2015, (the “Outstanding Notes”) in integral multiples of $2,000 upon the terms and subject to the conditions of the enclosed Prospectus and related Letter of Transmittal. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof. The Outstanding Notes are unconditionally guaranteed (the “Old Guarantees”) by the Guarantors, and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Outstanding Notes” include the related Old Guarantees. The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.
WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE. PLEASE BRING THE EXCHANGE OFFER TO THEIR ATTENTION AS PROMPTLY AS POSSIBLE.
Enclosed are copies of the following documents:
1. | The Prospectus; |
2. | The Letter of Transmittal for your use in connection with the tender of Outstanding Notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding); |
3. | A form of Notice of Guaranteed Delivery; and |
4. | A form of letter, including a letter of instructions to a registered holder from a beneficial owner, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes that are registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions regarding the Exchange Offer. |
Your prompt action is requested. Please note that the Exchange Offer will expire at 12:00 a.m. midnight, New York City time, on , 2006 (the “Expiration Date”), unless the Company otherwise extends the Exchange Offer.
To participate in the Exchange Offer, certificates for Outstanding Notes, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the account of The Bank of New York (the “Exchange Agent”), at the book-entry transfer facility, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Prospectus and the Letter of Transmittal.
The Company will not pay any fees or commissions to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of the Outstanding Notes pursuant to the Exchange Offer. However, the Company will pay or cause to be paid any transfer taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.
If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus and in the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer should be addressed to the Exchange Agent its address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the Exchange Agent.
Very truly yours,
SUNGARD DATA SYSTEMS INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.
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