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 11th Street, 5th 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 affecting 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 agreement or
instrument or subject to any corporate
restriction materially and adversely affecting its operations, business,
properties or financial condition.


(c)           No
Litigation.  Unless otherwise
disclosed in writing to State Street by DST in connection with this Agreement,
there are no actions, suits or proceedings pending, or to the best of DST’s
knowledge threatened, which question the validity of this Agreement or the
Amended and Restated Data Processing Support 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 DST or which affect
DST’s ability to fulfill its obligations contemplated hereby or thereby or
which in any way impair the right of DST to perform as contemplated in this
Agreement or the Amended and Restated Data Processing Support Agreement.


(d)           Governmental Action. Except as
provided in this Agreement, to the best of DST’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 DST of this Agreement or the Amended and Restated Data
Processing Support Agreement, or the consummation by DST of any other
transaction contemplated hereby or thereby that has not already been obtained
in connection with the Original Joint Venture Agreement.











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 “[***]”.


 


Section 7.                                            Arms
Length Dealing.


7.1.          General.  Neither DST, State Street nor any of their
respective affiliates will, directly or indirectly, enter into any transaction
with Boston Financial which is not as favorable to Boston Financial as a
similar transaction would have been with a non-affiliated person, unless
specifically authorized by the Board of Directors of Boston Financial.


7.2.          Fees under the Amended and Restated Data Processing
Support Agreement.


(a)           DST will charge Boston Financial fees and other charges
under the Amended and Restated Data Processing Support Agreement and related
agreements in such amounts and for such terms as DST and Boston Financial shall
from time to time agree.  [***]


(b)           If State Street acquires all of DST’s
ownership interest in Boston Financial pursuant to Section 10.1 hereof or
pursuant to the First Refusal Agreement referred to in Section 10.2 hereof, and
so long as State Street and/or its affiliates own all of the capital stock of
and other ownership interests in Boston Financial, DST agrees, that, if
requested by State Street, the Amended and Restated Data Processing Support
Agreement shall be extended for 120 months (or such lesser term as State Street
shall designate at the time it acquires such ownership of Boston Financial)
(the “Extended Term”) [***].  If, during the Extended Term, State Street
desires to remove active accounts from the DST System (as defined in the
Amended and Restated Data Processing Support Agreement) and State Street or
Boston Financial intend to continue to service such accounts using other
software systems not provided by DST, State Street may do so from time to time
only by giving DST at least 24 months notice of any such removal stating with
specificity the State Street or Boston Financial client for which accounts will
be removed and the approximate number of account to be removed.


(c)           DST’s [***] out of pocket expenses shall be set
forth on an exhibit to the Amended and Restated Data Support Agreement, which
exhibit may be amended from time to time by mutual agreement of the
parties.  [***]


7.3.          Other
Business Commitments.


(a)           Excluding existing relationships with
its clients and except as otherwise provided in Section 7.3(c), DST agrees that
it shall not, without the approval of the Executive Committee (as outlined in
7.3(c) below), provide use of DST’s TA 2000 System TM  if
the effect of such action is to place the acquirer of such service and/or
system into competition with Boston Financial or its wholly owned subsidiary,
National Financial Data Services, Inc. (“NFDS”), in the business of providing
mutual fund transfer agency, recordkeeping, shareholder and related services.


(b)           Excluding
existing relationships with its clients, State Street agrees that
neither it nor the Bank shall, without the approval of the Executive Committee
(as outlined in 7.3(c) below), engage in any business (directly or through
partnerships joint











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 “[***]”.


 


ventures or
other contractual arrangements) in the United States which would cause any of
them to directly compete with Boston Financial or NFDS in the business of
providing mutual fund transfer agency, recordkeeping, shareholder and related
services.


(c)           It is the intention of the parties
whenever possible to direct all opportunities to provide full service transfer
agency, recordkeeping and shareholder services (“full service”) to Boston
Financial and DST agrees not to expand its full service business in a manner to
compete directly with Boston Financial. 
Notwithstanding the provisions of 7.3:


(i)                                     In
the event a client of Boston Financial asks DST to quote remote user or full
service fees, DST shall secure approval of the Executive Committee prior to
making the quote for such services.


(ii)                                  In
the event a third party, which is neither an existing client of Boston
Financial nor an existing client of DST, asks DST to quote full service fees,
DST shall secure approval of the Executive Committee prior to making the quote
for such services.


(iii)                               In
the event a third party asks State Street to provide full service transfer
agency, recordkeeping and shareholder services, State Street shall secure
approval of the Executive Committee prior to making the quote for such
services.


(iv)                              In
the event a remote service client of DST asks DST to quote full service fees,
DST agrees to discuss the opportunity with Boston Financial and whenever
reasonably possible to direct such client’s full service work to Boston
Financial.


Whenever Executive
Committee approval is required under this Section 7.3 for DST or State Street
to provide services to a third party, and such approval is obtained, DST and
State Street agree that, wherever reasonably possible and to the extent
permitted by the client to delegate the performance of such services to Boston
Financial.


DST and State Street
shall not be required to obtain Executive Committee approval with respect to
providing any such quotes or services which DST or State Street has offered or
referred to Boston Financial and which Boston Financial has declined to accept.


(d)           DST agrees to cooperate with Boston
Financial on any bids Boston Financial makes for any potential full-service
clients, including considering in good faith any client specific concessions
proposed by Boston Financial with respect to Boston Financial or DST
Systems-related fees.











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 “[***]”.


 


(e)           All services provided to Boston
Financial by DST and State Street and their respective affiliates and agents
shall be at least equal in quality and response time to similar services
provided by them to any other client. 
DST hereby agrees to make accurate and complete books and records
relating to services, fees and levels of quality with respect to Boston
Financial available for inspection by State Street and its accountants, at
State Street’s expense, upon not less than five business days’ prior notice to
DST during DST’s normal business hours, at the place where such books and
records are regularly maintained.  State
Street hereby agrees that it shall cause the Bank to make accurate and complete
books and records relating to services, fees and levels of quality with respect
to Boston Financial available for inspection by DST and its accountants, at DST’s
expense, upon not less than five business days’ prior notice to State Street
during State Street’s normal business hours, at the place where such books and
records are regularly maintained.


7.4.          Support
Services to NFDS.  Any DST support
services provided to NFDS (e.g. human resources, payroll, facilities) will be
provided on a direct cost basis subject to mutual agreement among the parties.


7.5.          Services
by the Bank.  State Street agrees
that any fees and charges (including interest) it or its affiliated bank
charges Boston Financial shall be [***]


7.6.          Services
by DST Output, Inc.  The terms and
conditions under which DST’s subsidiary, DST Output, Inc. (“DSTO”) or its
affiliates, may provide certain print/mail services to Boston Financial or to
certain Boston Financial clients and the fees with respect thereto currently
are set forth in the Service Agreement between DSTO and Boston Financial dated
as of March 24, 2005, as amended.


7.7                
    [***] and [***] Expenses.  Boston Financial shall bear the [***] of [***]
services provided to Boston Financial by State Street or its
affiliates including without limitation [***],
[***], and other expenses [***]
to and/or [***] by such [***] personnel performing services for
Boston Financial (excluding [***]
charges of the bank).  In addition,
Boston Financial shall pay all fees and expenses of [***] (and the Bank’s [***]
expenses in connection therewith).  State Street or its affiliates shall also make
available to Boston Financial the full extent of its expertise and experience
in the area of [***].  State
Street agrees to use its best efforts, skill and knowledge to advance Boston
Financial’s interests in performing such services.  Boston Financial shall bear [***] of the costs of such [***]  services provided by State Street with the [***] of such costs to be borne by State
Street.  [***] services shall be
priced at State Street’s [***],
including [***], [***] and necessary [***] and [***]
expenses (but not including any [***] costs of State Street).  State Street or the Bank, as the case may be,
shall have the right to set off the portion of the [***] costs
payable by Boston Financial hereunder against any fees payable by the Bank or
State Street to Boston Financial.  All
such costs and expenses shall be [***]
and documented.


 











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 “[***]”.


 


Section 8.               Books,
Records and Audits.  State Street and
DST agree that Boston Financial will keep books and records with respect to its
operation in accordance with good business practice and generally accepted
accounting principles; and so long as State Street or DST retain ownership,
they shall cause Boston Financial to cooperate with their respective internal
and independent auditors and will permit any such auditors reasonable access,
during normal business hours, to the business, records and personnel of Boston
Financial.  In addition, Boston Financial
shall cooperate fully with all regulatory agencies in their examinations.


 


Section 9.               Amendment.  This Agreement may be amended in whole
or in part by mutual written agreement of State Street and DST.


 


Section 10.                                      Termination
and Sale of Interest by Either Party.


10.1.        Put
and Call Option.  If either State
Street or DST desires to terminate this Agreement and the related arrangement
for ownership of Boston Financial it shall have the following option:


(a)           To establish a price payable in cash
or a promise to pay cash (the “offering price”) for 50% of the then outstanding
shares of stock of Boston Financial.


(b)           To submit to the other party in
writing an offer to sell all shares of capital stock of Boston Financial then
owned by it or to purchase all shares of capital stock of Boston Financial then
owned by the other party at the offering price.


(c)           The party receiving such an offer
shall have 90 days from the receipt of the offer either to accept the offer to
purchase or to elect to purchase at the offering price the offering party’s
capital stock of Boston Financial.


(d)           Should the party receiving the offer
specified in Section 10.1(b) elect to purchase the offerer’s stock at the
offering price, the offerer shall be bound by such election and must sell to
the receiving party at such price.


(e)           In the event the party receiving the
offer described in Section 10.1(b) fails to respond as provided in Section
10.1(c), such party shall be deemed to have accepted the other party’s offer to
purchase on the 90th day following receipt of the offer to purchase.


(f)            The offer described in Section
10.1(b) may be withdrawn only by agreement of DST and State Street.


(g)           Within 30 days after the acceptance
of the offer to purchase or the election to purchase, the selling party shall
tender certificates for all of its capital stock of Boston Financial to the
purchasing party, duly endorsed in proper form for transfer and free and clear
of all liens and encumbrances and the purchasing party shall deliver to the
selling party the offering price (as described in the offer) in exchange for
such certificates.











10.2.        First
Refusal.  In addition to the rights
and obligations set forth in Section 10.1, State Street and DST each may only
sell or otherwise dispose of the capital stock in Boston Financial owned by it
pursuant to the First Refusal Agreement attached hereto as Exhibit 5.


10.3.        Survival
of Agreements.  The Service Agreement
and the Amended and Restated Data Processing Support Agreement both shall
survive and exist independent of any termination of this Agreement or exercise
of any right contained in this Section 10.


Section 11.                                      Miscellaneous.


11.1.        Survival
of Representations and Warranties. 
All representations and warranties made herein shall survive the
execution of this Agreement and for a period of four years but not there after,
and shall bind and inure to the benefit of the successors and assigns of the
parties hereto whether so expressed or not.


11.2.        Successors
and Assigns.  All terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by, the parties hereto, and their respective successors and
assigns; provided, however, that this Agreement may not be assigned by either
party to any other person without prior written consent of the other party
hereto.


11.3.        Specific
Performance.  It is recognized by the
parties hereto that the benefits and other rights granted hereunder are unique
and loss thereof may not be fully compensated by money damages. Therefore, the
parties agree that either party shall have the right, in addition to all other
rights and remedies available to it, to a decree for specific performance to
secure compliance with the provisions of this Agreement, the Amended and
Restated Data Processing Support Agreement, or the Service Agreement.


11.4.        Brokerage
and Finders’ Fees.  State Street and
DST represent and warrant that there are no claims for brokerage commissions or
finders’ fees in connection with the transactions contemplated by this
Agreement.  Insofar as any such claims
may be alleged to be based on arrangements or agreements made by, or on behalf
of, a party, such party agrees to indemnify and hold the other parties harmless
from and against all liability, loss, cost, damage or expense, including reasonable
counsel fees, arising therefrom.


11.5.        Indemnification;
Consequential Damages.  Each party
will defend, indemnify and hold harmless the other party against all claims,
demands, causes of action, actions, suits, proceedings, judgments, decrees,
debts, liabilities, costs, legal fees and expenses of every kind whatsoever
which may (except as herein otherwise provided) arise out of breach by such
party of any representation, warranty or agreement to the other party herein
contained.  In no event shall either party be liable to the other party or to any
third party for any indirect, punitive, incidental, special or consequential
damages (including but not limited to such damages arising from breach of
contract or warranty or from negligence or strict liability), in connection
with this Amended and Restated Joint Venture Agreement, even if such party has
been advised of the possibility of such damages and regardless of the legal or
equitable theory (contract, tort or otherwise) upon which the claim is based.











11.6.        Notices.  All
communications and notices provided for herein shall be in writing, and shall
be deemed to have been duly given if delivered personally, or if sent by
registered or certified mail, postage prepaid, addressed:


If to State Street:


Secretary


State Street Corporation


State Street Financial Center


One Lincoln Street


Boston, Massachusetts 
02111


 


If to
DST:


President


DST Systems, Inc.


333 W. 11th Street


Kansas City, Missouri 
64105


 


or to
the attention of such other person at such other addresses as may have been
furnished by any party to the other parties in writing. Such notices shall be
effective on the date delivered if delivered personally or on the day after
mailing if mailed.


11.7.        Entire
Agreement.  The parties agree that
this Agreement and the Exhibits attached hereto supercede the Original Joint
Venture Agreement, the exhibits attached thereto and all amendments thereof
prior to the date of this Agreement.  The
parties agree that none of them has made any representation, warranty, covenant
or agreement (oral or otherwise) not set forth herein, in the Amended and
Restated Data Processing Support Agreement, or the Service Agreement or the
instruments and documents contemplated hereby and thereby, and that such
agreements, instruments and documents constitute the entire agreement between
the parties.


11.8.        Rights
Not Exclusive.  No right or remedy
under this Agreement, the Amended and Restated Data Processing Support
Agreement or the Service Agreement is intended to be exclusive of any other
right or remedy (unless expressly so provided herein or therein), and each and
every right and remedy shall be cumulative and in addition to any other right
or remedy given hereunder or thereunder, or now or hereafter legally existing.


11.9.        Waiver.  No waiver shall be deemed to have been made
by any party hereto of any of its rights hereunder unless the same shall be in
writing.


11.10.      Law
Governing.  This Agreement is
intended to be performed in accordance with the laws of The Commonwealth of
Massachusetts and shall be construed governed and enforced in accordance
therewith.


11.11.      Headings.  The headings in this Agreement are for
purposes of reference only and shall not limit or otherwise affect the meaning
hereof or in any way be deemed to constitute a part hereof.











11.12.      Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one instrument.


11.13.      Affiliate.  For purposes of this Agreement, “Affiliate”
shall mean the parent of either party (a corporation or other business entity
owning 51% or more of the capital of such party) and any Subsidiary of such
party or of such party’s parent.  “Subsidiary”
shall mean a corporation or other entity, fifty-one percent (51%) or more of
the capital stock (or similar equity interest) of which is owned by a party or
a Subsidiary of a party.


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


	
  

  	
  STATE STREET CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ James S. Phalen

  
	
   

  	
   

  	
    James S. Phalen

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DST SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Thomas A. McDonnell

  
	
   

  	
   

  	
    Thomas A. McDonnell

  



 


Boston Financial Data
Services, Inc. hereby agrees to execute and perform the agreements referred to
in the foregoing Agreement to which it is a named party and to the restrictions
on its capital stock as set forth in Section 2.9 and in Section 10 of the
foregoing Agreement.


	
  

  	
  BOSTON FINANCIAL DATA SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Stephen C. Hooley

  
	
   

  	
   

  	
    Stephen C. Hooley