EX-99.(G)(1)(A) 6 d22551ex_g1a.htm

AMENDMENT TO

GLOBAL CUSTODY AND FUND ACCOUNTING AGREEMENT

THIS AMENDMENT is made as of September 1, 2007, by and between JPMorgan Chase Bank, N.A. and the entities who are currently parties to the Global Custody and Fund Accounting Agreement, in place for the investment companies in the JPMorgan fund complex (as listed below) (the “Agreement”).

WHEREAS, the parties hereto wish to amend the Agreement, to reflect the replacement of the current fee schedule with a new fee schedule and the addition of a new services schedule.

NOW, THEREFORE, in consideration of the mutual premises and covenants herein set forth, the parties agree as follows:

1.

Capitalized terms not otherwise defined herein shall have the same meaning as are set forth in the Agreement.

2.

As of the date of the amendment, Schedule C is replaced with new Schedule C which reflects the new fees charged under the Agreement.

3.

As of the date the amendment, Schedule D which covers global derivative services is added to the Agreement.

4.

This amendment shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and permitted assigns.

 

5.

This amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument.

 

*    *    *    *    

 

A-1

 


 

IN WITNESS WHEREOF, the parties have caused this amendment to the Agreement to be executed by their duly authorized officers as of the day and year first above written.

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

By:

/s/ Ann M. Osti

 

 

Name:

Ann M. Osti

 

 

Title:

Vice President

 

 

 

JPMorgan Institutional Trust

 

JPMorgan Trust I

 

JPMorgan Trust II

 

J.P. Morgan Mutual Fund Group

 

J.P. Morgan Fleming Mutual Fund Group, Inc.

 

J.P. Morgan Mutual Fund Investment Trust

 

J.P. Morgan Series Trust II

 

Undiscovered Managers Funds

 

UM Investment Trust

 

JPMorgan Insurance Trust

 

 

 

By:

/s/ Stephanie J. Dorsey

 

 

Name:

Stephanie J. Dorsey

 

 

Title:

Treasurer

 

 

 

A-2

 

 


Schedule C

Global Custody, Fund Accounting Services and Global Derivative Services Fee Schedule

To the Global Custody and Fund Accounting Agreement

(as of September 1, 2007)  

 

Global Custody Fees : These fee schedules are applicable to the JPMorgan Funds Complex (which includes any 1940 Act fund, commingled fund or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.).

 

1.

Safekeeping and Settlement Charges

 

Global Custody Fee Schedule

Market

Safekeeping (BPs)*

Transaction** (US$)

Argentina

25.00

55.00

Australia

2.50

50.00

Austria

5.00

50.00

Bahrain

45.00

100.00

Bangladesh

40.00

100.00

Belgium

4.00

50.00

Bermuda

20.00

75.00

Botswana

45.00

100.00

Brazil

15.00

50.00

Bulgaria

35.00

75.00

Canada

2.00

15.00

Chile

20.00

75.00

China

20.00

50.00

Colombia

40.00

100.00

Costa Rica

40.00

100.00

Croatia

40.00

100.00

Cyprus

40.00

100.00

Czech Republic

25.00

75.00

Denmark

2.50

50.00

Ecuador

40.00

100.00

Egypt

40.00

75.00

Estonia

30.00

75.00

Euro CDs

1.00

15.00

Euroclear

1.25

10.00

Finland

5.00

50.00

France

2.00

30.00

Germany

1.25

27.00

Ghana

40.00

125.00

Greece

20.00

75.00

 

 


 

 

Hong Kong

3.50

45.00

Hungary

20.00

75.00

Iceland

20.00

75.00

India

20.00

45.00

Indonesia

10.00

75.00

Ireland

3.00

45.00

Israel

25.00

75.00

Italy

2.00

30.00

Ivory Coast

60.00

100.00

Jamaica

40.00

70.00

Japan

1.50

10.00

Jersey

40.00

100.00

Jordan

40.00

100.00

Kazakhstan

50.00

100.00

Kenya

40.00

100.00

Korea

15.00

35.00

Latvia

20.00

100.00

Lebanon

50.00

100.00

Lithuania

35.00

100.00

Luxembourg

3.00

50.00

Malaysia

8.00

75.00

Malta

40.00

100.00

Mauritius

60.00

100.00

Mexico

6.00

35.00

Morocco

40.00

125.00

Namibia

40.00

125.00

Nepal

60.00

125.00

Netherlands

3.50

30.00

New Zealand

2.00

47.00

Nigeria

60.00

125.00

Norway

2.60

50.00

Oman

35.00

125.00

Pakistan

30.00

150.00

Peru

50.00

100.00

Philippines

7.00

83.00

Poland

30.00

100.00

Portugal

12.00

83.00

Romania

30.00

100.00

Russia

15.00

80.00

Singapore

4.00

45.00

Slovakia

40.00

100.00

 

 

2

 


 

 

Slovenia

35.00

100.00

South Africa

5.00

40.00

Spain

3.00

40.00

Sri Lanka

20.00

100.00

Swaziland

40.00

125.00

Sweden

3.00

50.00

Switzerland

2.50

40.00

Taiwan

13.00

75.00

Thailand

12.00

40.00

Tunisia

40.00

90.00

Turkey

20.00

75.00

Ukraine

60.00

100.00

United Arab Emirates

45.00

100.00

United Kingdom

0.16

15.00

United States

0.10

4.50

Uruguay

50.00

125.00

Venezuela

35.00

100.00

Vietnam

40.00

125.00

Zambia

40.00

125.00

Zimbabwe

40.00

115.00

*    Annualized rate paid pro rata each month.

** Cost for the settlement of all primary transactions.

 

Additional Primary Transaction Charges

 

Description

Rates (US$)

Physical Security Receive/Deliver

20.00

Memo Positions (Blue Sheet)

7.50

Futures and Options

7.50

 

2.

Secondary Transaction Charges

Custody and safekeeping related transactions process post security settlement. Trade instructions that require manual input will incur an additional $20.00 surcharge.

Description

Rates(US$)

Income Collections – Physical

5.00

Principal & Interest – Book Entry

5.00

Principal & Interest – Physical

5.00

 

 

3

 


 

3.

Cash Transaction Charge

Non-securities-related cash payments levied for all outward free payments including third party foreign exchange payments. No charge is levied for the receipt of incoming funds. Cash instructions that require manual input will incur an additional surcharge of $20.

Description

Rates(US$)

Foreign Exchange Payments

7.00

Outgoing Wires (Fed, Chips, SWIFT)

7.00

 

4.

Global Proxy Voting Service

This service includes the provision of an extensive suite of secure online tools to assist client exercise their corporate governance responsibilities, including in-market support for vote execution, share blocking, beneficial owner re-registration and power of attorney administration where required.

Global Proxy Voting Fee Schedule

Tier A: US$15

Tier B: US$35

Tier C: US$60

Australia

Singapore

Argentina

Italy

Bahrain

South Africa

Austria

Jordan

Bangladesh

South Korea

Belgium

Lebanon

Bermuda

Spain

Brazil

Malta

Canada

Sri Lanka

Colombia

Mauritius

China+

Taiwan

Croatia

Mexico

Chile

Thailand

Cyprus

Netherlands

Estonia

Tunisia

Czech Republic

Norway+

Euroclear

Ukraine

Denmark

Pakistan

Hong Kong

United Kingdom

Egypt

Poland

India+

United States

Ecuador

Portugal

Indonesia

Vietnam

Finland

Slovak

Ireland

Venezuela

France

Sweden+

Israel

 

Germany

Switzerland

Jamaica

 

Greece

Turkey

Japan

 

Hungary

 

Malaysia

 

Iceland

 

New Zealand

 

 

 

Philippines

 

 

 

Russia+

 

 

 

+ The fee for this country is the fee for the appropriate tier plus out of pocket expenses

 

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Fund Accounting

The following schedule shall be employed in the calculation of the annual fees payable for the services provided under this Agreement. For purposes of determining the asset levels at which a Tier applies, assets for that fund type across the entire JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) shall be used.

Money Market Funds*

Tier One

First 5,000,000,000

0.75 bps

Tier Two

Next $7,500,000,000

0.60 bps

Tier Three

Next $22,500,000,000

0.30 bps

Tier Four

Over $35,000,000,000

0.10 bps

 

Fixed Income Funds

Tier One

First $12,500,000,000

0.90 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.20 bps

 

U.S. Equity Funds

Tier One

First $12,500,000,000

0.85 bps

Tier Two

Next $7,500,000,000

0.50 bps

Tier Three

Next $10,000,000,000

0.35 bps

Tier Four

Over $30,000,000,000

0.25 bps

 

International Funds

Tier One

First $12,500,000,000

2.00 bps

Tier Two

Over $12,500,000,000

1.75 bps

 

Emerging Markets Funds

Tier One

First $12,500,000,000

3.00 bps

Tier Two

Over $12,500,000,000

2.00 bps

 

 

5

 


 

Other Fees

Minimums**

 

U.S. Equity

$20,000

 

U.S. Fixed Income

$20,000

 

Money Markets

$10,000

 

International

$25,000

 

Emerging Markets

$40,000

 

Highbridge Statistical Market Neutral Fund***

$30,000

Additional Share Classes (except Fund of Funds****)

  

  $2,000

Multi-Manager (per manager)

  

  $6,000

Fund Mergers (per fund)

  

  $1,500

Fund of Funds*****

  

$15,000

 

 

*        

A cap on Fund Accounting fees for the Money Market Funds will be set a $1 Million per annum. When a Money Market Fund reaches the fee cap, fees on additional share classes will also be waived.

**      

Fund minimums will apply only for Funds that have commenced operations. Start up funds will be charged at a rate of 50% of the Fund Accounting fees for a period of 6 months after commencement of operations.

***    

Plus $20 per trade requiring manual entry into the WINS accounting platform

****  

Fund of Funds will be charged a share class fee of $2,000 per annum after the 3rd share class.

*****

This flat fee applies to Fund of Funds investing in JPM funds only. For any long term funds investing only in other Funds as part of the overall investment strategy or for Funds of Funds investing in outside funds, the tiered pricing for Fund Accounting in the appropriate asset class would apply.

 

 

6

 


 

Global Derivative Services:  

 

Instrument Coverage / Fees  

Instruments covered are standard transactions of the types listed in the fee schedule below and outlined in Appendix A of the Service Level Document. Exotic or structured trades are excluded from this fee schedule. Instruments covered by the fee schedule may be expanded by mutual agreement of the parties.

 

Instruments

Transaction (STP+) Set up Fee US$* (per Trade)

Amendment (STP+) Fees

US$

(per Trade)

Daily

Lifecycle

Management Fee US$

(per Position per Day)

Collection of Broker Price

Fee US$

(per Position per Day)

Independent Valuation

US$

(per Position per Day)

Forward Rate Agreements

40.00

10.00

0.40

1.50

0.25

Interest Rate Swaps (including caps & Floors)

40.00

10.00

0.40

1.50

0.25

Swaptions

 

40.00

10.00

0.40

1.50

0.25

Credit Default Swaps – Single Name & Index

40.00

10.00

0.40

1.50

Not in Scope

Price Locks

 

40.00

10.00

0.40

1.50

Not in Scope

Currency Options

40.00

10.00

0.40

1.50

Not in Scope

Bond Options

 

40.00

10.00

0.40

1.50

Not in Scope

Inflation Swaps

 

40.00

10.00

0.40

1.50

Not in Scope

Total Return Swaps

40.00

10.00

0.40

1.50

Not in Scope

 

+  Straight Through Processing

*  Tiered Fees

A tiered structure will be applied to the new transaction set up fee for the JPMorgan Funds Complex (which shall be defined to include any 1940 Act fund, commingled funds or Section 3c-7 fund which is advised or sub-advised by an entity which is a wholly-owned subsidiary of JPMorgan Chase & Co.) on the following basis:

 

US$ 40 : 0 – 2,000 new transactions per month

US$ 35: 2,000 – 4,000 new transactions per month

US$ 30: > 4,000 new transactions per month

 

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These transaction fees will be applied across all transactions on a pro-rata basis.

 

Notes

 

1)

A one time set-up fee applies to, and will be charged for, all new transactions.

 

2)

Amendment fees will be charged for the following types of transactions including, but are not limited to: trade amends, cancellations, partial/full terminations, amendments, unwinds, terminations, cancellations, novations, restructures, option exercises, notional re-sets, option expiries, maturities or credit events.

 

3)

Independent Valuation fees and daily administration fees will be calculated based on the number of open positions at the end of each business day, aggregated across all funds/accounts. Broker price fees will be calculated based on the number of open positions at month end.

 

4)

New non-STP trades will be charged at twice the rate of STP trades. Likewise, non-STP trade amendments will be charged at twice the rate of STP trade amendments. If Bank causes the trade or amendment not to be STP, then there will not be an extra charge.

 

Out-of-pocket Expenses

Recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following*:

 

Custody. Registration/transfer fees will be a pass-through when incurred by Bank. Stamp taxes/duties/script fees will be a pass-through when incurred by Bank. Other pass-through fees include:

 

Account opening fees in the local market(s)

 

Local administrator, legal counsel and tax consultant fees as required

 

Local crossing, transaction, registration and/or depository fees

 

Transportation costs for shipment of physical securities and/or script

 

Translation services, travel and accommodation expenses, legal fee and personal attendance expenses as required

 

 

Information, Pricing, Benchmarking and other Data Licensed Services. These charges include payments to service providers such as IDC, JJ Kenny, Bear Sterns, Xciteck, Reuters, Bloomberg, CCH, Exchange fees, Options Price Reporting Authority, Standard and Poors, Hedgetek, Wall Street Concepts, Easylink

- Archives. Archive charges to include storage, transportation, and recalls of archive boxes.

- Printing/Copying. These charges include expenses associated with printing copying and fax support.

 

*Additional fee categories may be added in response to future developments, e.g., when new regulations are enacted that result in additional expense to comply with those regulations.

 

 

8

 


 

 

Fee Terms and Conditions

Bank's fees shall remain in place for a period of 3 years from the effective date of the fee schedule.

Bank reserves the right to renegotiate its fee schedule at any time, should the Funds actual investment portfolio and/or trading activity differ significantly from the assumptions used to develop our fee proposal. The fee schedule may also be amended by mutual agreement of the parties if the Funds’ service requirements change; each party agrees to negotiate, diligently and in good faith, to agree upon new fees for such service requirement changes. Related to Fund Accounting services, bond broker quotes are currently included in the overall Fund Accounting fees. Should there be a significant increase in the use of bond broker quotes, Bank and the Funds agree to revisit this arrangement.

Fees for additional service(s) and/or market(s) added at the request of the Funds while this fee schedule is in effect will be assessed at Bank’s standard price(s); unless an alternative pricing arrangement is agreed upon in advance by the Funds and Bank.

JPMorgan requires invoices to be paid in U.S. Dollars, unless Bank and the Funds have agreed upon alternative payment arrangements in advance of remittance.

Basis point fee(s), if applicable, will be calculated at the end of the monthly billing period using asset values derived by Bank from data provided by its selected pricing sources. In the event that Bank must rely on the Funds or a portfolio manager or other party(ies) selected by the Funds to provide valuation(s) for the purpose of calculating basis point fee(s), Bank must receive such valuations no later than 30 days after the end of the billing period in a format deemed acceptable by Bank. In the event that Bank does not receive valuations by the required date, Bank will render an invoice using the most recent valuation(s) received for the respective investment(s)/account(s).

Bank will present invoices monthly in arrears, with payment expected via wire transfer, unless an alternative billing arrangement is negotiated between the Funds and Bank. All annual fees, including basis point fees, will be pro-rated based on the number of months included in the billing period.

Any customized technology projects required to meet the Funds specific requirements, such as non-standard reporting requirements, system interfaces or enhancements, will be billed to the Funds based on the time and materials required to design, develop, test and deliver the project, unless an alternative arrangement is negotiated between the Funds and Bank.

 

 

 

9

 


 

Agreed to and accepted by:

 

JPMorgan Trust I

JPMorgan Trust II

Undiscovered Managers Funds

J.P. Morgan Mutual Fund Group

J.P. Morgan Fleming Mutual Fund Group, Inc.

J.P. Morgan Mutual Fund Investment Trust

UM Investment Trust

J.P. Morgan Series Trust II

JPMorgan Institutional Trust

JPMorgan Insurance Trust

 

 

 

By:

/s/ Stephanie J. Dorsey


Name:


Stephanie J. Dorsey


Title:


Treasurer

 

Date:

 

September 1, 2007

 

 

 

 

 

 

JPMorgan Chase Bank, N.A.

 

 

By:

/s/ Ann M. Osti

 

Name:


Ann M. Osti

 

Title:


Vice President

 

Date:

 

September 1, 2007

 

 

   

 

10

 

 


SCHEDULE D

To the Global Custody and Fund Accounting Agreement

September 1, 2007

Global Derivatives Services

The following provisions are added to the Agreement with respect to certain services provided by the Bank for certain OTC Derivative Contracts which are included in a Fund’s portfolio.

I.

DEFINITIONS

"Back-Up Method" means an alternative method to be used to price an OTC Derivative Contract if the Customer's selected method cannot be used.

"Calculated Price" for an OTC Derivative Contract on a given date means the amount determined by a Supported Pricing Model for such OTC Derivative Contract for such date.

"Non-Supported OTC" means an OTC Derivative Contract which cannot be priced using a Supported Pricing Model.

"OTC Derivative Contract" means any contract of a type that Bank, acting reasonably, determines to be an over-the-counter derivative.

"Reports" means information from Bank systems that is supplied to the Customer.

"Supported Pricing Model" means the theoretical algorithms that Bank has on its systems and the data sources which such algorithms use which can be used to price OTC Derivative Contracts.

II.

INFORMATION REQUIRED FROM THE CUSTOMER

2.1

If the Customer requests that Bank provides any of the services under this Schedule in respect of any OTC Derivative Contract then:

 

(a)

the Customer shall provide to Bank in a timely, accurate and complete manner all information relating to each OTC Derivative Contract that Bank requires and in such a format as Bank shall specify to allow Bank to capture each OTC Derivative Contract onto its systems;

 

(b)

the Customer shall provide to Bank throughout the term of each OTC Derivative Contract in a timely, accurate and complete manner any amendments to each

 



2

 

OTC Derivative Contract or otherwise notify Bank of any other events in relation to each OTC Derivative Contract which are likely to have an effect on the valuation of the OTC Derivative Contract.

III.

TRANACTION PROCESSING AND LIFECYCLE MANAGEMENT

3.1

Subject to Clause 2.1 and Clause 6, Bank shall maintain a process for daily position management so that the Bank shall have an up-to-date record for each OTC Derivative Contract on its system. This daily position management process shall include the setting up each OTC Derivative Contract on the system and amending the OTC Derivative Contract as reasonably required to reflect, without limitation, cancellations, terminations, option exercises and option expiries, maturities or credit events as notified to the Bank by the Customer. The Bank shall also support cash break resolution, manage the reconciliation of trades, positions and cashflows related to the OTC Derivative Contract as well as provide the Customer with associated cashflow and lifecycle reporting.

IV.

PRICING SERVICE

4.1

As soon as is reasonably practicable, the Customer and Bank shall agree upon a procedure for pricing any OTC Derivative Contract that may be entered into by the Customer. The Customer may request that Bank price any OTC Derivative Contract as follows:

 

(a)

The Customer may request that Bank provides a Calculated Price from its Supported Pricing Models;

 

(b)

The Customer may request that Bank sources the price of the OTC Derivative Contract from brokers, counterparties or from third-party vendors agreed upon with the Customer;

 

(c)

The Customer may provide the price of the OTC Derivative Contract; or

 

(d)

any reasonable combination of (a), (b) or (c).

4.2

If Bank and the Customer have agreed to price the OTC Derivative Contract under Clause 4.1(a) then the following shall apply:

 

(a)

Bank shall notify the Customer of the relevant Supported Pricing Models;

 



3

 

 

 

(b)

The Customer shall review and agree upon the Supported Pricing Models with Bank. Bank shall supply to the Customer such reasonable information relating to the Supported Pricing Models as the Customer requests. The Customer acknowledges and agrees that some information relating to the Supported Pricing Models may contain proprietary information and that Bank shall, in such case, not be required to provide such information. To the extent that Bank provides information relating to the Supported Pricing Models to the Customer, the Customer shall treat any Supported Pricing Model information as confidential information and shall not disclose it to any person without the prior written consent of Bank;

 

(c)

If after reviewing the Supported Pricing Models the Customer does not wish any OTC Derivative Contract to be priced using the Supported Pricing Models, the Customer shall notify Bank and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c);

 

(d)

Bank and the Customer shall review, and modify as agreed between the parties, the Supported Pricing Models from time to time;

 

(e)

If the Customer enters into a Non-Supported OTC, Bank shall notify the Customer that the OTC Derivative Contract is a Non-Supported OTC as soon as is reasonably practicable and the Customer and Bank shall agree the alternative method to be used under Clause 4.1(b) or (c).

4.3

Bank shall use the method agreed under Clause 4.1 for determining the price of any OTC Derivative Contract for the purpose of inputting such price in the net asset calculation.

4.4

Bank and the Customer shall agree upon a Back-Up Method. If Bank cannot provide a price for any OTC Derivative Contract as a result of:

 

(a)

the Customer not providing all the information required under Clause 2.1;

 

(b)

any brokers, counterparty or third party vendors not providing such price;

 

 

(c)

the Customer not providing the price; or

 

 

(d)

any reasons beyond the reasonable control of Bank,

 

then Bank shall apply such Back-Up Method.

4.5

The Customer acknowledges that it is the Customer's responsibility to ensure that any

 



4

 

method of pricing any OTC Derivative Contract is authorized under the Customer's Prospectus.

V.

REPORTS

5.1

Bank may offer to the Customer reports of information relating to the OTC Derivative Contracts ("Reports") that it has captured onto its systems as agreed between Bank and the Customer.

VI.

ADDITIONAL DISCLAIMERS

6.1

The Customer acknowledges that Bank shall not be liable for the accuracy, timeliness, completeness or availability of any information provided by:

 

(a)

the Customer;

 

 

(b)

any agreed upon broker or counterparty;

 

 

(c)

any agreed upon third party vendor of OTC Derivative Contract prices; or

 

(d)

any agreed upon third party vendor of market data.

 

6.2

The Customer acknowledges that the Supported Pricing Models are algorithms which are theoretical in nature and accordingly the Customer acknowledges that the Supported Pricing Models may not adequately model all economic factors or events. The Customer acknowledges that Bank shall not be liable to the Customer for any inadequacy or defect of any kind with respect to the use of any Supported Pricing Model for the production of a price to input into the net asset calculation. The Customer agrees that its use of any Calculated Price is at the Customer's own risk and Bank shall not be liable to the Customer for any loss which arises from the use of such Calculated Price for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

6.3

The Customer acknowledges that the prices of OTC Derivative Contracts, regardless of the source of such prices, are indicative values and may not indicate the actual terms upon which OTC Derivative Contracts could be liquidated or unwound or the calculation of an amount that would be payable or receivable following the expiry of, or the designation of an early termination date under, any applicable agreement. Prices determined using other pricing models, market data or assumptions may yield different results.

 



5

 

 

6.4

The Customer acknowledges any Reports produced using the Supported Pricing Models and supplied to the Customer by Bank may be inaccurate. The Reports are produced using the Supported Pricing Models which may not adequately model all economic factors or events and information which Bank cannot determine to be accurate or complete. The Customer uses such Reports at its own risk and Bank shall not be liable to the Customer for any loss which arises from the use of the Reports for any purpose (including, without limitation, trading, risk management, treasury and hedging arrangements).

6.5

Subject to the provisions of this Schedule and any other limitations which apply, Bank shall only be liable to the Customer to the extent that the Customer suffers a loss due to the net asset value of the Customer being inaccurate due to the negligence, wilful default or fraud of Bank in following the agreed procedures under this Schedule with respect to the valuation of OTC Derivative Contracts. With respect to losses resulting from the other services covered by this Schedule, the standard of care set forth in Section 7.1 of the Agreement shall govern.