LIMITED LIABILITY COMPANY AGREEMENT

LIMITED LIABILITY COMPANY AGREEMENT





GFI CAMINUS LLC



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ARTICLE I DEFINITIONS; CONSTRUCTION.............................................................................. 1



1.1 Definitions..................................................................................... 1



1.2 Directly or Indirectly.......................................................................... 6



1.3 Captions........................................................................................ 6



1.4 Interpretation.................................................................................. 6



1.5 References to this Agreement.................................................................... 6



ARTICLE II FORMATION.............................................................................................. 6



2.1 Formation....................................................................................... 6



2.2 Name............................................................................................ 6



2.3 Registered Office; Principal Office; Other Offices.............................................. 6



2.4 Agent........................................................................................... 7



2.5 Purpose; Powers................................................................................. 7



2.6 Term of the Company............................................................................. 7



ARTICLE III MEMBERS AND MEMBERSHIP INTERESTS; WARRANT AND OPTIONS................................................. 7



3.1 Initial Members; Additional Members............................................................. 7



3.2 Option Plan; GFI Option......................................................................... 7



3.3 Representations and Warranties.................................................................. 8



3.4 Voting Rights; Approval Required................................................................ 9



3.5 Meetings of Members............................................................................. 9



3.6 Disposition of Interests....................................................................... 10



3.7 Amendment of Agreement to Reflect New Members.................................................. 11



3.8 Interest in Member............................................................................. 11



-i- 3.9 No Resignation or Removal...................................................................... 11



3.10 No Liability to Third Parties.................................................................. 11



3.11 Indemnification by and of Members.............................................................. 11



3.12 Rights of Assignees............................................................................ 11



ARTICLE IV CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS; LOAN...................................................... 12



4.1 Capital Contributions.......................................................................... 12



4.2 No Return of Capital Contribution; No Interest................................................. 13



4.3 Capital Accounts............................................................................... 13



4.4 No Obligation to Restore Deficits.............................................................. 13



ARTICLE V ALLOCATIONS AND DISTRIBUTIONS.......................................................................... 14



5.1 Allocations of Net Profits and Net Losses...................................................... 14



5.2 Special Allocations............................................................................ 14



5.3 Allocation of Net Profits and Net Losses in Respect of a Transferred Interest.................. 15



5.4 Distributions.................................................................................. 15



5.5 Form of Distributions.......................................................................... 16



ARTICLE VI MANAGEMENT AND OPERATION.............................................................................. 16



6.1 Management: Limitations on Management Committee's Rights and Powers............................ 16



6.2 Managers: Management Committee................................................................. 17



6.3 Officers....................................................................................... 19



6.4 Acts of Officers as Conclusive Evidence of Authority........................................... 20



6.5 Payments to Members............................................................................ 20



6.6 Nature of Relationship......................................................................... 20



ARTICLE VII TAX MATTERS.......................................................................................... 21



7.1 Tax Returns.................................................................................... 21





-ii- 7.2 "Tax Matters Member"........................................................................... 21



7.3 Tax Elections.................................................................................. 21



7.4 Withholding.................................................................................... 22



ARTICLE VIII BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS.......................................................... 22



8.1 Maintenance of Books........................................................................... 22



8.2 Financial Information; Budget and Operating Forecasts; Access.................................. 22



8.3 Confidentiality................................................................................ 23



8.4 Publicity...................................................................................... 23



ARTICLE IX DISSOLUTION AND WINDING UP............................................................................ 23



9.1 Conditions of Dissolution...................................................................... 23



9.2 Liquidation and Termination.................................................................... 24



9.3 Cancellation of Filings........................................................................ 25



ARTICLE X INDEMNIFICATION AND INSURANCE.......................................................................... 25



10.1 Indemnification by Company..................................................................... 25



ARTICLE XI GENERAL PROVISIONS.................................................................................... 26



11.1 Notices........................................................................................ 26



11.2 Entire Agreement; Waivers and Modifications.................................................... 26



11.3 Binding Effect; No Third-Party Beneficiaries................................................... 27



11.4 Governing Law.................................................................................. 27



11.5 Further Assurances............................................................................. 27



11.6 Waiver of Certain Rights....................................................................... 28



11.7 Multiple Counterparts; Facsimile Transmission.................................................. 28



11.8 Arbitration.................................................................................... 28



11.9 Attorney's Fees................................................................................ 28



11.10 Submission to Jurisdiction..................................................................... 28



-iii- This Limited Liability Company Agreement of GFI Caminus LLC (the "Agreement") is made and entered into as of May 12, 1998 by and among the Members and the Company.



For and in consideration of the mutual covenants, rights, and obligations set forth herein, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and sufficiency of which each Member acknowledges and confesses, the Members and the Company agree as follows:



ARTICLE I

DEFINITIONS; CONSTRUCTION



1.1 Definitions. When used herein, the following capitalized terms shall have the meanings indicated:



"Act" means the Delaware Limited Liability Company Act and any successor statute, as amended from time to time.



"Adjusted Capital Account Deficit" means, with respect to any Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant fiscal year, after giving effect to the following adjustments:



(i) Credit to such Capital Account any amounts that such Member is obligated to restore pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the penultimate sentences of Treas. Reg. Sections 1.704-2(g)(1) and 1.704-2(i)(5);



(ii) Credit to such Capital Account the amount of the deductions and losses referable to any outstanding recourse liabilities owed by the Company to such Member for which no other Member bears any economic risk of loss and the amount of the deductions and losses referable to such Member's share (determined in accordance with the Member's Percentage Interest) of outstanding recourse liabilities owed by the Company to non-members for which no Member bears any economic risk of loss; and



(iii) Debit to such Capital Account the items described in Treas. Reg. Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), 1.704-1(b)(2)(ii)(d)(6).



The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treas. Reg. Sections 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.



"Adjusted Capital Contribution" means a Series A Adjusted Capital Contribution, Series B Adjusted Capital Contribution or Series C Adjusted Capital Contribution, as applicable.



"Affiliate" means as to any Person any other Person who, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or under common Control with that Person (except that the Company shall not be considered an Affiliate of any Member or any equity holder of any Member).



"Aggregate Series B Percentage Interests" means, at any time, the aggregate Percentage Interests attributable to the Series B Membership Interests.



"Agreement" means this Limited Liability Company Agreement, as originally executed and, except where the context requires otherwise, as amended from time to time as herein provided.



"Caminus" means Caminus Energy Limited, a Company organized under the laws of England and wholly-owned by the Company.



"Caminus Options" means the options to acquire Series B Membership Interests in the Company granted pursuant to the Purchase Agreement and as set forth in Section 5.1 of Appendix B attached to this Agreement. In addition to other approval rights set forth in this Agreement, the Company shall not agree or consent to any amendment to the Caminus Options if such amendment would adversely affect the interests of any Member (other than the holder of such Caminus Options) in any material respect, unless each such affected Member shall have consented to such amendment.



"Capital Account" means the capital account established and maintained for a Member pursuant to Section 4.3. The initial Capital Accounts of the Members, after giving effect to the transaction contemplated by the Purchase Agreement and the License Agreement, are as reflected on Appendix A attached hereto.



"Capital Contribution" means the cumulative sum of money, if any, and the fair market value (net of assumed debt) of any other property contributed or deemed contributed by a Member to the capital of the Company as provided herein.



"Capital Members" means all Members with respect to their Capital Contributions (if any) and Adjusted Capital Contributions (if any) to the Company.



"Certificate" or "Certificate of Formation" means the Certificate of Formation of the Company filed on April 29, 1998 in accordance with the Act and as amended from time to time.



"Code" means the Internal Revenue Code of 1986 and any successor statute, as amended from time to time.



"Company" means GFI Caminus LLC, the Delaware limited liability company formed pursuant to the Certificate.



"Company Minimum Gain" has the meaning provided in Treas. Reg. Section 1.704-2(b)(2) and Section 1.704-2(d).



"Control," or "Controls," or "Controlled" (and derivations thereof) means as to a corporation the right to exercise, directly or indirectly, more than 50% of the voting rights in the corporation, and as to any other Entity the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the same.



"Dispose", "Disposing", or "Disposition" means a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or the acts thereof.



"Dissolution Event" means as to any Member the Member's resignation, removal or withdrawal as provided in this Agreement (other than in connection with a Disposition in accordance with the terms of this Agreement), the voluntary filing of bankruptcy by any Member or the involuntary filing of a bankruptcy petition against any Member which is not dismissed within sixty (60) days after the filing thereof, or the making by any Member of an assignment for the benefit of its creditors, or dissolution of any Member other than an individual.



"Distributable Cash" means the amount of money on hand of the Company and available for distribution to the Members, taking into account all accrued debts, liabilities, and obligations of the Company and any amounts necessary or advisable to reserve, designate, or set aside for actual or anticipated costs, payments, liabilities, obligations, and claims with respect to the Company's business, all as determined by the Management Committee.



"Entity" means any association, corporation, estate, limited liability company, limited partnership, partnership, venture, or other entity.



"GAAP" means U.S. generally accepted accounting principles applied on a consistent basis.



"GFI" means GFI Energy Ventures LLC, a limited liability company organized under the laws of the State of California.



"GFI Option" means the option to acquire a Series C Membership Interest in the Company as set forth in Section 5.3 of Appendix B attached to this Agreement.



"License Agreement" means, collectively, the two separate Distributor Agreements between the Company and SS&C dated as of the date hereof.



"Management Committee" has the meaning set forth in Article VI.



"Majority in Interest" of the Members means a Member or Members whose aggregate Percentage Interests exceed 50% of the total Percentage Interests.



"Members" means the initial Members as provided in Section 3.1 and all other Persons subsequently admitted as additional Members in accordance with the terms of this Agreement, but shall not include any Person who has ceased to be a Member pursuant to the terms of this Agreement. References to a "Member" means any of the Members.



"Member Nonrecourse Debt" has the meaning ascribed to the term "Partner Nonrecourse Debt" in Treas. Reg. Section 1.704-2(b)(4).



"Member Nonrecourse Debt Minimum Gain" means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such



member Nonrecourse Debt were treated as a Nonrecourse Liability determined in accordance with Treas. Reg. Section 1.704-2(i)(3).



"Member Nonrecourse Deductions" means items of Company loss, deduction or Code section 705(a)(2)(B) expenditures which are attributable to Member Nonrecourse Debt, or as to any other loans by a Member to the Company for which no other Member bears the economic risk of loss.



"Membership Interest" means a Member's allocable share of the Company's Net Profits and Net Losses, the Member's allocable share of other items of income and deductions and voting and management participation rights as described herein and the Member's rights to receive distributions from the Company, together with all obligations of such Member to comply with the provisions of this Agreement. As of the effective date of this Agreement, the Membership Interests of the Company are classified into Series A, Series B and Series C Membership Interests.



"Net Profits" and "Net Losses" means the book income, gain loss, deductions, and credits of the Company in the aggregate or separately stated, as appropriate, for any relevant period (excluding special allocations in accordance with Section 5.2).



"Nonrecourse Deductions" has the meaning set forth in Treas. Reg. Section 1.704-2(b)(1).



"Nonrecourse Liability" has the meaning set forth in Treas. Reg. Section 1.752-1(a)(2).



"Officer" means any Person designated as an Officer of the Company as provided in Section 6.3.



"Option Plan" means each of (i) the Caminus Options, (ii) the SS&C Warrant and (iii) any other equity incentive plan duly adopted by the Management Committee of the Company and approved by the Members that provides for the issuance of options to acquire Series B Membership Interests that may be granted to employees or other service providers to the Company.



"Percentage Interest" means, prior to the issuance of Series B Membership Interests pursuant to an Option Plan and the issuance of Series C Membership Interests pursuant to the GFI Option, the percentage set forth opposite a Member's name on Appendix A hereto as amended from time to time. Following the issuance of any Series B Membership Interests upon the exercise of options under an Option Plan, the "Percentage Interest" of a Series B Capital Member shall be equal to (i) 0.00001% (subject to reduction for dilution as set forth in Section 3.1 and any Option Plan), times (ii) the total number of Shares (as defined in the Option Plan or as set forth in Section 5.1 (in the case of the Caminus Options) or Section 5.2 (in the case of SS&C Warrant) of Appendix B attached hereto) owned by such Member pursuant to the exercise of options under the Option Plan; and the "Percentage Interest" of a Member (other than a Series B Capital Member and a Series C Capital Member) at any time shall be equal to (i) the percentage set forth opposite a Member's name on Appendix A hereto as amended from time to time, times (ii) one minus the Aggregate Series B Percentage Interests at such time. At all times, the aggregate Percentage Interests of all of the Members shall be equal to 100%.



"Person" means any individual or Entity.



"Purchase Agreement" means the Stock Purchase Agreement among the Company, Caminus and the former owners of Caminus dated as of the date hereof.



"Secretary of State" means the Secretary of State of the State of Delaware.



"Securities Act" has the meaning set forth in Section 3.3.



"Series A Adjusted Capital Contribution" means as to any Member's Series A Membership Interest the Capital Contribution corresponding to such Series A Membership Interest, if any, reduced by all prior distributions to such Member in respect of such Membership Interest.



"Series B Adjusted Capital Contribution" means as to any Member's Series B Membership Interest the Capital Contribution corresponding to such Series B Membership Interest, if any, reduced by all prior distributions to such Member in respect of such Membership Interest.



"Series C Adjusted Capital Contribution" means as to any Member's Series C Membership Interest the Capital Contribution corresponding to such Series C Membership Interest, if any, reduced by all prior distributions to such Member in respect of such Membership Interest.



"Series A Capital Member" means a Capital Member with respect to its Series A Membership Interest and Series A Adjusted Capital Contribution.



"Series B Capital Member" means a Capital Member with respect to its Series B Membership Interest and Series B Adjusted Capital Contribution.



"Series C Capital Member" means a Capital Member with respect to its Series C Membership Interest and Series C Adjusted Capital Contribution.



"SS&C" means SS&C Technologies, Inc., a Delaware corporation.



"SS&C Warrant" means the right to acquire a Series B Membership Interest in the Company granted pursuant to the License Agreement and as set forth in Section 5.2 of Appendix B attached to this Agreement. In addition to other approval rights set forth in this Agreement, the Company shall not agree or consent to any amendment to the SS&C Warrant if such amendment would adversely affect the interests of any Member (other than the holder of such SS&C Warrant) in any material respect, unless each such affected Member shall have consented to such amendment.



"ZAI*NET" means ZAI*NET Software, L.P., a Delaware limited partnership majority-owned by the Company as of the date hereof.



"ZAI*NET Conversion Right" means the right to convert the limited partnership interests



in ZAI*NET into Membership Interests in the Company pursuant to the Amended and Restated Limited Partnership Agreement of ZAI*NET (the "Partnership Agreement") and as set forth in Section 5.5 of Appendix B attached to this Agreement. In addition to other approval rights set forth in this Agreement, the Company shall not agree or consent to any amendment to the ZAI*NET Conversion Right if such amendment would adversely affect the interests of any Member, in any material respect, unless at least 90% in interest of the Members so affected shall have consented thereto.



1.2 Directly or Indirectly. Any provision of this Agreement which refers to an action which many be taken by any Person, or which a Person is prohibited from taking, shall include any such action taken directly or indirectly by or on behalf of such Person, including by or on behalf of any Affiliate or agent of such Person.



1.3 Captions. All captions in this Agreement are inserted for reference only and are not to be considered in the construction or interpretation of any provision hereof.



1.4 Interpretation. In the event any claim is made by any Person relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular Person or its counsel.



1.5 References to this Agreement. References to numbered or lettered articles, sections, and subsections refer to articles, sections, and subsections, respectively, of this Agreement unless otherwise expressly stated. All references to this Agreement include, whether or not expressly referenced, the Appendices attached hereto.



ARTICLE II



2.1 Formation. The Company has been formed as a Delaware limited liability company under and pursuant to the Act by the execution and filing of the Certificate with the Secretary of State. The rights and obligations of the Members shall be as provided in the Act, except as otherwise provided herein. In the event of any inconsistency between any terms of this Agreement and any provisions of the Act that are not mandatory, the terms of this Agreement shall govern.



2.2 Name. The name of the Company is "GFI Caminus LLC". The business of the Company shall be conducted under such name or any other name or names selected by the Management Committee.



2.3 Registered Office; Principal Office; Other Offices. The registered office of the Company in the State of Delaware shall be the registered office designated in the Certificate or such other office (which need not be a place of business of the Company) as the Management Committee may designate from time to time in the manner provided by law. The principal office of the Company shall be 12121 Wilshire Boulevard, Suite 1375, Los Angeles, California U.S.A. 90025, or such other office as the Management Committee may designate from time to time.



The Company also may have such other offices as the Management Committee may from time to time determine.



2.4 Agent. The registered agent for service of process in the State of Delaware shall be as stated in the Certificate or as otherwise may be determined from time to time by the Management Committee in the manner provided by law.



2.5 Purpose; Powers. The business and purpose of the Company is to own equity ownership interests in and manage the business and affairs of Caminus and ZAI*NET. To this end, the Company may exercise all rights, powers, privileges, and other incidents of ownership of its properties and assets and may engage in any activities and transactions that may be necessary, suitable, or proper to accomplish or further the Company's business and purpose and do any and all other acts incidental to, arising from, or connected with its business and purpose. The Company may also conduct directly or through interests in other Entities such other activities and businesses (including, without, limi ...