SEC Staff Letter: Deloitte Touche Tohmatsu Sale of Prophet Assets to SunGard

100 F Street, N.E.
Washington, D.C. 20549
Re: Deloitte & Touche LLP, a United Kingdom limited liability partnership/Prophet Ladies and Gentlemen:
We hereby request that the Staff of the Office of the Chief Accountant (the “Staff”) of the Securities and Exchange Commission (the “Commission” or “SEC”) advise that, based upon and subject to the matters referred to herein, it will not recommend that the Commission take enforcement action against Deloitte Touche Tohmatsu, a Swiss Verein (“DTT”), or any of its member firms or its or their respective subsidiaries or any other firms conducting audit activities for SEC registrants under the name “Deloitte Touche Tohmatsu,” “Deloitte & Touche,” “Tohmatsu” and other combinations or derivations thereof or otherwise as part of the DTT network of firms or “accounting firm”1 (each such firm, a “DTT Entity,” and collectively, for the purposes of this letter only, “DTT Entities”)2 , asserting that any DTT Entity is not “independent” based upon the attribution to such DTT Entity of the activities of SunGard Data Systems Inc. (“SunGard”), or any of SunGard’s subsidiaries or affiliates, including SunGard Sherwood Systems Group Ltd. (“Sherwood”; Sherwood is referred to herein individually and jointly with SunGard and SunGard’s other subsidiaries and affiliates as “SunGard”), which is acquiring from Deloitte & Touche LLP, a United Kingdom limited liability partnership and the United Kingdom member firm of DTT (“Deloitte & Touche-UK”; Deloitte & Touche LLP is referred to herein individually and jointly with its subsidiaries as “Deloitte & Touche-UK”), the Prophet software system and various other rights and assets (hereinafter collectively referred to as the “Prophet Assets”). SunGard is a substantial consulting and software firm in the United States that was a publicly listed company until recently. On August 11, 2005, SunGard announced