EXHIBIT 3.8
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SS&C FUND ADMINISTRATION SERVICES LLC
This Amended and Restated Operating Agreement (this "Agreement") of SS&C
Fund Administration Services LLC (the "Company") is dated as of November 17,
2005 and entered into by SS&C Technologies, Inc., a Delaware corporation and the
sole member of the Company as of the date hereof (the "Member").
In accordance with the New York Limited Liability Company Law (Chapter 34
of the Consolidated Laws of the State of New York), as amended from time to time
(the "Act"), the Member hereby agrees as follows:
1. Name. The name of the limited liability company is SS&C Fund
Administration Services LLC.
2. Articles. Xxxx X. Xxxxxxxxx, has executed, delivered and caused to be
filed the initial Articles of Organization of the Company with the Secretary of
the State of the State of New York. The Member shall execute, deliver and cause
to be filed any other certificates and documents (and any amendments and/or
restatements thereof) as may be necessary or appropriate to comply with the Act
and any other applicable requirements for the operation of a limited liability
company in accordance with the laws of any jurisdiction in which the Company
shall conduct business, and shall continue to do so for so long as the Company
conducts business therein.
3. Office of the Limited Liability Company; Agent for Service of Process.
The address of the registered office of the Company in the State of New York,
and the name of the resident agent for service of process on the Company in the
State of New York, are as set forth in the Articles of Organization of the
Company. The Member may establish places of business of the Company within and
without the State of New York, as and when required by the Company's business,
and may appoint agents for service of process in all jurisdictions in which the
Company shall conduct business. The Member may cause the Company to change from
time to time its resident agent for service of process, or the location of its
registered office in the State of New York.
4. Purpose. The Company is formed for the purpose of engaging in any lawful
act or activity for which limited liability companies may be formed under the
Act.
5. Powers. The Company shall have and exercise all of the powers and rights
conferred upon limited liability companies formed pursuant to the Act,
including, without limitation, the power and right to:
(a) Enter into, execute, modify, amend, supplement, acknowledge,
deliver, perform and carry out contracts of any kind in accordance with
applicable law;
(b) Borrow money and issue evidences of indebtedness or to guarantee
loans or other indebtedness of any other person or entity, and to secure the
same by mortgages, pledges or other liens on the property of the Company;
(c) To the extent that funds of the Company are available therefor,
pay all expenses, debts and obligations of the Company;
(d) Enter into or engage in any kind of activity, so long as said
activities may be lawfully carried on or performed by a limited liability
company under the laws of the State of New York and other applicable law; and
(e) Take any other action not prohibited under the Act or other
applicable law.
6. Member. The name and the mailing address of the Member are set forth on
Schedule A attached hereto.
7. Limited Liability. Except as otherwise provided by the Act, the debts,
obligations and liabilities of the Company, whether arising in contract, tort or
otherwise, shall be solely the debts, obligations and liabilities of the
Company, and the Member shall not be obligated personally for any such debt,
obligation or liability of the Company solely by reason of being a member,
manager or agent, or acting (or omitting to act) in such capacities, or
participating in the conduct of the business of the Company.
8. Initial Capital Contributions. On February 28, 2005, the Member acquired
its membership interests in the Company from the Company's prior members.
9. Additional Contributions. The Member is not required to make any
additional capital contribution to the Company. However, the Member may make
additional capital contributions to the Company in such amounts and at such
times as the Member shall determine.
10. Distributions. Distributions shall be made to the Member at the times
and in the aggregate amounts determined by the Member, to the extent not
prohibited by the Act or other applicable law.
11. Management.
(a) In accordance with Section 401(a) of the Act, management of the
Company shall, subject to subsection (b) below, be fully vested in and reserved
to the Member, and the Company shall not have "managers," as such term is used
in the Act. The powers of the Company shall be exercised by or under authority
of, and the business and affairs of the Company shall be managed under the
direction and authority of, the Member, which shall have all powers, statutory
or otherwise, possessed by members of a limited liability company without
managers under the laws of the State of New York. The Member has full authority
to bind the Company.
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(b) Notwithstanding anything to the contrary herein, the Member may,
and hereby does, delegate any or all of his rights, powers, authority, duties
and responsibilities with respect to the management of the Company to such
officers with such titles as the Member may determine (the "Officers"); provided
that, unless the Member determines otherwise, any officer position with a title
customarily or statutorily used in corporations organized and existing under the
New York Business Corporation Law shall have the rights, powers, authority,
duties and responsibilities customarily or statutorily associated with such
officer position in such corporations.
12. Other Business. The Member may engage in or possess an interest in
other business ventures (unconnected with the Company) of every kind and
description, independently or with others. The Company shall not have any rights
in or to such independent ventures or the income or profits therefrom by virtue
of this Agreement.
13. Assignments. The Member may assign in whole or in part its limited
liability company interest. If the Member transfers all of its interest in the
Company pursuant to this Section, the admission of the transferee as a member of
the Company shall be deemed effective immediately prior to the transfer, and,
immediately following such admission, the Member shall cease to be a member of
the Company.
14. Admission of Additional Members. One or more additional members of the
Company may be admitted to the Company with the written consent of the Member.
15. Dissolution.
(a) The Company shall dissolve, and its affairs shall be wound up,
upon the first to occur of the following: (i) the written consent of the Member,
(ii) at any time there are no Members of the Company, unless the business of the
Company is continued in a manner permitted by the Act, or (iii) the entry of a
decree of judicial dissolution under Section 702 of the Act.
(b) On application by the Member, the supreme court in the judicial
district in which the office of the Company is located may decree dissolution of
the Company pursuant to Section 702 of the Act whenever it is not reasonably
practicable to carry on the business in conformity with the Article of
Organization or this Agreement. A certified copy of the order of dissolution
shall be filed by the applicant with the Secretary of State of the State of New
York within thirty (30) days of its issuance.
(c) The bankruptcy of the Member shall not cause the Member to cease
to be a member of the Company and upon the occurrence of such an event, the
business of the Company shall continue without dissolution.
(d) In the event of dissolution, other than a judicial dissolution
pursuant to Section 702 of the Act, the Company shall conduct only such
activities as are necessary to wind up its affairs (including the sale of the
assets of the Company in an orderly
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manner), and the assets of the Company shall be applied in the manner, and in
the order of priority, set forth in Section 704 of the Act.
16. Separability of Provisions. Each provision of this Agreement shall be
considered separable and if for any reason any provision or provisions herein,
or the application of such provision to any person or circumstance, are
determined to be invalid, unenforceable or illegal under any existing or future
law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Agreement which are valid,
enforceable and legal.
17. Facsimile Signature Page. This Agreement may be executed and delivered
by the Member by an executed signature page transmitted by facsimile, and any
failure to deliver the originally executed signature page shall not affect the
validity, legality or enforceability of this Agreement.
18. Entire Agreement. This Agreement constitutes the entire agreement of
the Member with respect to the subject matter hereof. This Agreement supersedes
any prior agreement or understanding of the Member.
19. Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of New York (without regard to conflict of laws
principles), all rights and remedies being governed by said laws.
20. Amendments. This Agreement may not be modified, altered, supplemented
or amended except pursuant to a written agreement executed and delivered by the
Member.
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this Agreement as of the date first set forth above.
SS&C Technologies, Inc.,
as sole member
By: /s/ Xxxxxxx X.X. Xxxxxxx
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Name: Xxxxxxx X. X. Xxxxxxx
Senior Vice President and General
Counsel
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Schedule A
to Amended and Restated LLC Operating Agreement
NAME AND ADDRESS OF MEMBER
Name Mailing Address
---- ---------------
SS&C Technologies, Inc. 00 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
