Common use of Liabilities of the Adviser Clause in Contracts

Liabilities of the Adviser. A. Except as provided below, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the Fund.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or any Fund or to any shareholder of the any Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of by any investment for or on behalf of the Fund.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the Fundsecurity.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or any Fund or to any shareholder of the a Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of by any investment for or on behalf of the Fund.

Liabilities of the Adviser. A. Except as provided below, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Trust or to any shareholder of the Fund Trust or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the FundTrust.

Liabilities of the Adviser. A. Except as provided below, in (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the AdviserAdviser or its corporate affiliates, the Adviser and its corporate affiliates shall not be subject to liability to the Fund Trust or to any shareholder of the Fund or its Portfolios Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding holding, or sale of any security or the making of any investment for or on behalf of the Fundother instrument.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Trust or to any shareholder of the Trust or any Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the a Fund.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Trust, the Fund, or FT Mauritius or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund or the making of any investment for or on behalf of the FundFT Mauritius.

Liabilities of the Adviser. A. (a) Except as provided below, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder under this Contract on the part of the Adviser, the Adviser shall not be subject to liability liable to the Fund Trust or to any of the Portfolios or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, of or connected with, in any way with rendering services hereunder or for any losses that may be sustained in the purchase, holding holding, or sale of any security or the making of any investment for or on behalf of the FundTrust.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Trust or any of the Funds or to any shareholder of the Fund or its Portfolios Funds for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of by any investment for or on behalf of the FundFunds.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Trust or to any shareholder of the Fund or its Portfolios Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or by the making of any investment for or on behalf of the FundTrust.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund Portfolio or to any shareholder of the Fund or its Portfolios Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of the Fundsecurity.

Liabilities of the Adviser. A. Except as provided below, in (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the AdviserAdviser or its corporate affiliates, the Adviser shall not be subject to liability to the Fund Trust or to any shareholder Shareholder of the Fund or its Portfolios Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding holding, or sale of any security or the making of any investment for or on behalf of the Fundsecurity.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.. 7 # 1230693 v. 2

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.. IMA Mutual Quest (Amended and Restated) 7

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.. FTVIPT/IMA Flex Cap Growth VIP

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, its officers and employees, the Adviser shall not be subject to liability to the Corporation or any Fund or to any shareholder of the a Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, its officers and employees, the Adviser shall not be subject to liability to the JIF or any Fund or to any shareholder of the a Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.

Liabilities of the Adviser. A. Except as provided below, in (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder or on the part of the AdviserAdviser or its corporate affiliates, the Adviser and its corporate affiliates shall not be subject to liability to the Fund Trust or to any shareholder of the Fund or its Portfolios Trust for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding holding, or sale of any security or the making of any investment for or on behalf of the Fundsecurity.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, its officers and employees, the Adviser shall not be subject to liability to the Trust or any Fund or to any shareholder of the a Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.

Liabilities of the Adviser. A. Except as provided below, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Trust or the Fund or to any shareholder of the Fund or its Portfolios for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or the making of any investment for or on behalf of by the Fund.. IMA Managed Income Fund <BCLPAGE>1</BCLPAGE>