Exhibit 10.1

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   Redacted portions are indicated with the notation “[***]”.

AMENDED AND RESTATED
JOINT VENTURE AGREEMENT

This Amended and Restated Joint Venture Agreement (the “Agreement”), is made effective as of October 31, 2006 by and between State Street Corporation (hereinafter called, “ State Street”), a Massachusetts corporation with its principal offices at State Street Financial Center, One Lincoln Street, Boston, Massachusetts 02111 and DST Systems, Inc. (hereinafter called “ DST”), a Delaware corporation with its principal offices at 333 West 11 th  Street, 5 th  Floor, Kansas City, Missouri 64105 .

WHEREAS, State Street and DST are parties to an Agreement dated as of July 1, 1974, as amended (the “Original Joint Venture Agreement”).

WHEREAS, Boston Financial Data Services, Inc., a Massachusetts corporation (“Boston Financial”), is the corporation formed and operating pursuant to the Original Joint Venture Agreement and each of State Street and DST owns 50% of the shares of Boston Financial’s common stock; and

WHEREAS, State Street and DST desire to amend and restate the Original Joint Venture Agreement in order to update the documentation to reflect their current agreement in certain areas.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby agree as follows:

Section 1.                                             Agreement to Undertake Joint Business.

1.1.          State Street and DST have agreed, subject to the terms and conditions contained herein, to join in the establishment and continuation of a business engaged in mutual fund transfer agency, recordkeeping, shareholder servicing, and related services, with the head office of such business located in Quincy, Massachusetts .

Section 2.               Formation of Boston Financial.

2.1.          Boston Financial.   State Street formed Boston Financial as a Massachusetts business corporation , and Boston Financial is jointly owned by State Street and DST and is and shall be the vehicle for conducting the joint business described herein.

2.2.          Business Purpose of Boston Financial.   The principal business purpose of Boston Financial is to provide mutual fund transfer agency, shareholder record keeping services and

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   Redacted portions are indicated with the notation “[***]”.

related data processing services to investment companies, banks, other financial institutions and other business entities.

2.3.          Corporate Actions.   State Street and DST each warrants that it has taken such corporate actions as are necessary to ratify and authorize the execution of this Agreement, the formation of and investment in Boston Financial and to authorize Boston Financial to enter into any and all agreements required or contemplated herein.

2.4.          Approval of Regulatory Bodies.   Each party has taken such actions and made such necessary applications in connection with this Agreement and the establishment of Boston Financial under the Original Joint Venture Agreement as required of it to ensure that any required approval was obtained from any state or federal regulatory or supervisory authority having jurisdiction over each such party.

2.5.          Articles of Organization.   Boston Financial’s Articles of Organization, as amended and restated, are on file with the Secretary of State of the Commonwealth of Massachusetts and a copy of such Articles is attached hereto as Exhibit 1.

2.6.          By-Laws.   Boston Financial’s By-Laws have been adopted, and from time to time amended, by its Board of Directors and a copy of such By-Laws is attached hereto as Exhibit 2.

2.7.          Distribution of Shares.   State Street owns 1,000 shares of Boston Financial’s Class A Common Stock and DST owns 1,000 shares of Boston Financial ’s Class B Common Stock and the parties agree that Boston Financial shall not issue any other capital stock or other securities except as provided herein.

2.8.          Control.   Boston Financial is and shall continue to be managed and controlled through a Board of Directors consisting of two classes, designated as Class A Directors and Class B Directors, each class consisting of five members.  Class A Directors shall be elected by the holders of Class A Common Stock, and Class B Directors shall be elected by the holders of Class B Common Stock.  Any action taken by said Board of Directors shall require a majority vote which must include at least one affirmative vote from each class of Directors.  The shareholders of each class shall be entitled to remove any or all of those directors which it has elected, with or without cause.  Any vacancy created by death, resignation, removal or any other cause shall be filled by that class of stock which elected the director who has vacated.    The Board of Directors may appoint an Executive Committee consisting of the President of Boston Financial (who shall have no vote with respect to Executive Committee matters) and at least one Class A Director and one Class B Director (the “Executive Committee”).  The Executive Committee may exercise all powers delegated to it by the Board of Directors except those which by law, by the articles of organization or the by-laws may not be so delegated and any action taken by the Executive Committee shall require a majority vote which must include at least one affirmative vote from each class of Director.

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   Redacted portions are indicated with the notation “[***]”.

2.9.          Restrictive Legend on Shares.   The transfer of all shares of capital stock of Boston Financial shall be restricted in accordance with the provisions of Section 10 of this Agreement, and all stock certificates representing shares of stock of Boston Financial shall bear the following legend:

“The shares represented by this certificate are subject to a restriction on transfer pursuant to the articles of organization of the corporation and may not be transferred except in compliance therewith.  The corporation will furnish a copy thereof to the holder of this certificate upon written request and without charge.”

Section 3.                                             Contributions by State Street.

3.1.          Financial Commitment.   State Street has purchased 1,000 shares of Class A Common Stock of Boston Financial, $10 par value, at a price of $250 per share or a total price of $250,000.  State Street agrees to purchase up to 1,000 additional shares of such stock at $250 per share if the Board of Directors of Boston Financial should determine that Boston Financial needs additional capital.  State Street shall be obligated to purchase such additional shares of stock only if DST concurrently purchases an equal number of shares of Class B Common Stock at a price of $250 per share.

3.2.          Service Agreement.   State Street has caused State Street Bank and Trust Company (hereinafter called the “Bank”) to enter a Service Agreement with Boston Financial and Boston Financial and the Bank have been performing and will continue to perform their respective obligations under the Service Agreement, as amended (the “Service Agreement”), and a copy of the Service Agreement is attached hereto as Exhibit 3.

Section 4.                                             Contributions by DST.

4.1.          Financial Commitment.   DST has  purchased 1,000 shares of Class B Common Stock of Boston Financial, $10 par value, at a price of $250 per share or a total price of $250,000.  DST agrees to purchase up to 1,000 additional shares of such stock at $250 per share if the Board of Directors of Boston Financial should determine that Boston Financial needs additional capital.  DST shall be obligated to purchase such additional shares of stock only if State Street concurrently purchases an equal number of shares of Class A Common Stock at a price of $250 per share.

4.2.        Data Processing Support Agreement   DST and Boston Financial have entered into, a Data Processing Support Agreement and have been performing and will continue to perform their respective obligations under the Data Processing Support Agreement, now in the form of the Amended and Restated Data Processing Support Agreement attached hereto as Exhibit 4.

4.3.          Systems and Training Support.   DST will make available to Boston Financial, at a reasonable charge, its expertise in the areas of data processing.  In addition, DST will, upon the

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   Redacted portions are indicated with the notation “[***]”.

reasonable request of Boston Financial, actively assist Boston Financial in machine and equipment layout and design and in the training and orientation of Boston Financial’s employees.

Section 5.                                             General Agreements.

5.1.          Obligations as Joint Venturers.   Both State Street and DST recognize and agree to fulfill their obligations as joint venturers relative to the operation and support of Boston Financial; and each party agrees to exercise the utmost good faith in its fulfillment of such obligations.  Specific questions as to any particular transaction may be resolved between the parties hereto and written evidence of any agreement on such questions shall be presumptive evidence of compliance with the obligations of one party to the other.

5.2.          Performance by Boston Financial.   Periodic reports of performance by Boston Financial relative to certain industry standards will be provided to both DST and State Street.  Each party reserves the right to devote additional resources to support the operation of Boston Financial when such performance is consistently below standard for a period of 90 days.  All reasonable costs related to such additional assistance shall be charged to Boston Financial if approved by Boston Financial’s Board of Directors; otherwise such costs shall be borne by the party devoting such additional resources.

Section 6.                                             Representations and Warranties.

6.1.          Representations and Warranties of State Street.   State Street hereby represents and warrants that:

(a)           No Violation of Agreements.   To the best of State Street’s knowledge, neither the execution and delivery of this Agreement by State Street or of the Service Agreement by the Bank, nor the compliance with the provisions hereof or thereof by State Street and the Bank, will violate any law or regulations, or any order or decree of any court or governmental instrumentality, or will conflict with, or result in a breach of, any indenture, mortgage, deed of trust, agreement or other instrument to which State Street or the Bank is a party or by which State Street or the Bank is bound, or violate any provision of the Articles of Organization or By-Laws of State Street.

(b)           No Material Adverse Agreements.   State Street is not a party to any agreement or instrument or subject to any corporate restriction materially and adversely affect ing its operations, business, properties or financial condition.

(c)           No Litigation.   Unless otherwise disclosed in writing to DST by State Street in connection with this Agreement, there are no actions, suits or proceedings pending, or to the best of State Street’s knowledge threatened, which question the validity of this Agreement or the Service Agreement or which might result in any material adverse change in the business, operations, affairs, properties or assets or in the condition, financial or otherwise, of State Street or which affect State Street’s ability to fulfill its obligations contemplated hereby or thereby or which in any way impair the right

Portions of this document have been redacted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.   Redacted portions are indicated with the notation “[***]”.

of State Street or the Bank to perform as contemplated in this Agreement or the Service Agreement.

(d)           Governmental Action.   Except as provided in this Agreement, to the best of State Street’s knowledge, no consent, approval or authorization of or declaration or filing with, any governmental or public body or authority is required to authorize the execution, delivery and performance by State Street of this Agreement or by the Bank of the Service Agreement or the consummation by State Street of any other transaction contemplated hereby or thereby that has not already been obtained in connection with the Original Joint Venture Agreement.

6.2.          Representations and Warranties of DST.   DST hereby represents and warrants that:

(a)           No Violation of Agreements.   To the best of DST’s knowledge, neither the execution and delivery of this Agreement or the Amended and Restated Data Processing Support Agreement by DST, nor the compliance with the provisions hereof or thereof by DST will violate any law or regulations, or any order or decree of any court or government instrumentality or will conflict with, or result in a breach of, any indenture, mortgage, deed of trust, agreement or other instrument to which DST is a party or by which DST is bound, or violate any provision of the Certificate of Incorporation or By-Laws of DST.

(b)           No Material Adverse Agreements.   DST is not a party to any agree