CORRESP
April 9, 2008
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 4561
Washington, DC 20549
Attention: Mark Kronforst
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Re:
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Amdocs Limited
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Form 20-F for the Fiscal Year Ended Spetember 30, 2007 |
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Filed December 3, 2007 |
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File No. 1-14840 |
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Ladies and Gentlemen:
On behalf of our client Amdocs Limited (Amdocs or the Company), we are submitting the following
response of the Company to the comment of the staff (the Staff) of the Securities and Exchange
Commission (the Commission) set forth in a letter dated March 26, 2008, from Mr. Mark Kronforst,
Accounting Branch Chief of the Commission.
Item 18 Financial Statements
Notes to the Consolidated Financial Statements
Note 3 Acquisitions Dates F-18 to F-23
1. We note your references to the use of independent valuations to value the intangible assets
acquired in the acquisitions disclosed in Note 3. Please note that when you refer to an independent
valuation specialist you need to disclose the name of the expert and, if your annual report is
incorporated by reference into a Securities Act registration statement, include the experts
consent. Refer to Rule 436(b) of Regulation C and file the consent, if necessary.
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Response:
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The Company acknowledges the Staffs comment and proposes to file on EDGAR a
Report of Foreign Private Issuer on Form 6-K in substantially the form attached hereto as
Exhibit A, such that the experts consent will be incorporated by reference in the Companys
registration statements. |
Securities and Exchange Commission
April 9, 2008
Page 2
Please do not hesitate to contact the undersigned (212-937-7276) or Jason Kropp (617-526-6421) of
this firm with any questions regarding this response letter.
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Very truly yours,
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/s/ Robert A. Schwed |
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Robert A. Schwed |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2008
Commission File Number 1-14840
AMDOCS LIMITED
Suite 5, Tower Hill House Le Bordage
St. Peter Port, Island of Guernsey, GY1 3QT Channel Islands
Amdocs, Inc.
1390 Timberlake Manor Parkway, Chesterfield, Missouri 63017
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form
20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Amdocs Limited (Amdocs) is filing this Report of Foreign Private Issuer on Form 6-K for the
purpose of filing with the Securities and Exchange Commission (the SEC) the consent of Empire
Valuation Consultants, LLC (Empire). Empire performed the independent valuations referred to in
Note 3 to the consolidated financial statements contained in Amdocs Annual Report on Form 20-F for
the fiscal year ended September 30, 2007, filed with the SEC on December 3, 2007 (the Form 20-F).
Empires consent was inadvertently omitted as an exhibit to the Form 20-F, and accordingly, it is
attached as Exhibit 14.1 to this Report of Foreign Private Issuer on Form 6-K.
This Form 6-K shall be incorporated by reference into any Registration Statement filed by the
Registrant which by its terms automatically incorporates the Registrants filings and submissions
with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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AMDOCS LIMITED
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Thomas G. OBrien |
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Treasurer and Secretary |
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Authorized U.S. Representative |
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Date: April __, 2008
EXHIBIT INDEX
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EXHIBIT NO. |
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DESCRIPTION |
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14.1
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Consent of Empire Valuation Consultants, LLC |
Exhibit 14.1
Consent of Empire Valuation Consultants, LLC
We hereby consent to the inclusion in the Annual Report on Form 20-F of Amdocs Limited (Amdocs)
for the fiscal year ended September 30, 2007 (the Form 20-F) of the reference to our reports
relating to the independent valuations referred to in Note 3 to the consolidated financial
statements contained in the Form 20-F and to references to our firms name therein, and the
incorporation by reference in the following registration statements of Amdocs:
Form S-8, No. 333-91847
Form S-8, No. 333-92705
Form S-8, No. 333-31506
Form S-8, No. 333-34104
Form S-8, No. 333-58454
Form S-8, No. 333-114077
Form S-8, No. 333-132968
Form S-8, No. 333-135320
Form S-8, No. 333-137617
Form S-8, No. 333-139310
Form S-8, No. 333-140728
Form F-3 (and related Prospectus), No. 333-39278
Form F-3 (and related Prospectus), No. 333-44994
Form F-3 (and related Prospectus), No. 333-57036
Form F-3 (and related Prospectus), No. 333-67572
Form F-3 (and related Prospectus), No. 333-114079
Form F-3 (and related Prospectus), No. 333-114344
In giving such consent to this specific text, we do not hereby admit that we come within the
category of person whose consent is required under Section 7 or Section 11 of the Securities Act of
1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission
thereunder, nor do we admit that we are experts with respect to any part of any such Registration
Statement within the meaning of the term experts as used in the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
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Empire Valuation Consultants, LLC |
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New York, New York |
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April ___, 2008 |
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