EXHIBIT 25
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
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[ ] CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)
A NATIONAL BANKING ASSOCIATION 94-1347393
(Jurisdiction of incorporation or (I.R.S. Employer
organization if not a U.S. national Identification No.)
bank)
101 NORTH PHILLIPS AVENUE
SIOUX FALLS, SOUTH DAKOTA 57104
(Address of principal executive offices) (Zip code)
WELLS FARGO & COMPANY
LAW DEPARTMENT, TRUST SECTION
MAC N9305-175
SIXTH STREET AND MARQUETTE AVENUE, 17TH FLOOR
MINNEAPOLIS, MINNESOTA 55479
(612) 667-4608
(Name, address and telephone number of agent for service)
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SS&C TECHNOLOGIES, INC.(1)
(Exact name of obligor as specified in its charter)
DELAWARE 06-1169696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
80 LAMBERTON ROAD 06095
WINDSOR, CONNECTICUT (Zip Code)
(Address of principal executive offices)
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11-3/4% SENIOR SUBORDINATED NOTES DUE 2013
(Title of the indenture securities)
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(1) See Table 1 - List of additional obligors
Table 1
ADDITIONAL OBLIGORS
Guarantor* State of Incorporation Federal EIN
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1. Financial Models Company Ltd. New York 13-3524411
2. Financial Models Holdings Inc. Delaware 13-3519741
3. SS&C Fund Administration Services LLC New York 52-2438361
4. OMR Systems Corporation New Jersey 22-2597983
5. Open Information Systems, Inc. Connecticut 06-1532764
6. Cogent Management Inc. New York 22-3112774
* The address, including zip code, of the principal executive office of each
Guarantor is the same as that of SS&C Technologies, Inc.
Item 1. General Information. Furnish the following information as to the
trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
Comptroller of the Currency
Treasury Department
Washington, D.C.
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of San Francisco
San Francisco, California 94120
(b) Whether it is authorized to exercise corporate trust powers.
The trustee is authorized to exercise corporate trust powers.
Item 2. Affiliations with Obligor. If the obligor is an affiliate of the
trustee, describe each such affiliation.
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is
not in default as provided under Item 13.
Item 15. Foreign Trustee. Not applicable.
Item 16. List of Exhibits. List below all exhibits filed as a part of this
Statement of Eligibility.
Exhibit 1. A copy of the Articles of Association of the trustee now
in effect.*
Exhibit 2. A copy of the Comptroller of the Currency Certificate of
Corporate Existence and Fiduciary Powers for Wells Fargo
Bank, National Association, dated February 4, 2004.**
Exhibit 3. See Exhibit 2
Exhibit 4. Copy of By-laws of the trustee as now in effect.***
Exhibit 5. Not applicable.
Exhibit 6. The consent of the trustee required by Section 321(b) of
the Act.
Exhibit 7. A copy of the latest report of condition of the trustee
published pursuant to law or the requirements of its
supervising or examining authority.
Exhibit 8. Not applicable.
Exhibit 9. Not applicable.
* Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck
Offshore Services LLC file number 333-130784-06.
** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux
Corporation file number 022-28721.
*** Incorporated by reference to the exhibit of the same number to the trustee's
Form T-1 filed as exhibit 25.1 to the Form S-4 dated May 26, 2005 of Penn
National Gaming, Inc. file number 333-125274.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
trustee, Wells Fargo Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Middletown and State
of Connecticut on the 19th day of May 2006.
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Vice President
EXHIBIT 6
May 19, 2006
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
In accordance with Section 321(b) of the Trust Indenture Act of 1939, as
amended, the undersigned hereby consents that reports of examination of the
undersigned made by Federal, State, Territorial, or District authorities
authorized to make such examination may be furnished by such authorities to the
Securities and Exchange Commission upon its request therefor.
Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Joseph P. O'Donnell
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Joseph P. O'Donnell
Vice President
Exhibit 7
Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2005, filed in accordance with 12 U.S.C.
Section 161 for National Banks.
Dollar Amounts
In Millions
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ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin $ 15,347
Interest-bearing balances 1,496
Securities:
Held-to-maturity securities 0
Available-for-sale securities 37,327
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices 2,394
Securities purchased under agreements to resell 950
Loans and lease financing receivables:
Loans and leases held for sale 37,316
Loans and leases, net of unearned income 255,460
LESS: Allowance for loan and lease losses 2,122
Loans and leases, net of unearned income and allowance 253,338
Trading Assets 6,375
Premises and fixed assets (including capitalized leases) 3,846
Other real estate owned 173
Investments in unconsolidated subsidiaries and associated companies 377
Customers' liability to this bank on acceptances outstanding 70
Intangible assets
Goodwill 8,735
Other intangible assets 13,074
Other assets 22,440
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Total assets $403,258
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LIABILITIES
Deposits:
In domestic offices $295,315
Noninterest-bearing 82,045
Interest-bearing 213,270
In foreign offices, Edge and Agreement subsidiaries, and IBFs 24,081
Noninterest-bearing 5
Interest-bearing 24,076
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices 12,959
Securities sold under agreements to repurchase 4,684
Dollar Amounts
In Millions
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Trading liabilities 5,276
Other borrowed money
(includes mortgage indebtedness and obligations under capitalized leases) 5,267
Bank's liability on acceptances executed and outstanding 70
Subordinated notes and debentures 7,830
Other liabilities 11,951
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Total liabilities $367,433
Minority interest in consolidated subsidiaries 54
EQUITY CAPITAL
Perpetual preferred stock and related surplus 0
Common stock 520
Surplus (exclude all surplus related to preferred stock) 24,671
Retained earnings 10,249
Accumulated other comprehensive income 331
Other equity capital components 0
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Total equity capital 35,771
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Total liabilities, minority interest, and equity capital $403,258
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I, Karen B. Martin, Vice President of the above-named bank do hereby declare
that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
Karen B. Martin
Vice President
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
Dave Munio
John Stumpf Directors
Avid Modjtabai