Common use of REPRESENTATIONS OF THE ADVISOR Clause in Contracts

REPRESENTATIONS OF THE ADVISOR. The Advisor represents as applicable, to the Sub- Advisor that: (a) the Advisory Agreement has been duly executed and delivered by, and constitutes a legal obligation of, the Advisor and the Trust; (b) the Advisor has been duly appointed by the Board under the Advisory Agreement to provide investment services with respect to the Fund Assets as contemplated in the Advisory Agreement; (c) a true and complete copy of the Advisory Agreement is attached hereto as Exhibit A; (d) the Advisor has all necessary power and authority to execute, deliver, and perform this Agreement, and such execution, delivery, and performance will not (i) require any license, registration, consent or approval that has not been lawfully and validly obtained, and any such license, registration, consent or approval shall be maintained to the extent required during the term of this Agreement; or (ii) violate any Applicable Law, organizational document, policy, or agreement binding on the Advisor or the Trust or their property; (c) the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on its part; (d) the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such transactions on the Trust's and Fund's behalf; (e) the Advisor's decision to appoint the Sub- Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund's investment or trading activities; (f) the Advisor will deliver to the Sub-Advisor a true and complete copy of the Fund's Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and such other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (g) the Trust is a "United States person" within the meaning of Section 7701(a)(30) of the Code; (h) no restrictions exist on the transfer, sale or other disposition of any Fund Assets and no option, lien, charge, security or encumbrance exists over any Fund Assets; (i) each Authorized Person is, and until otherwise notified to the Sub- Advisor in writing shall be, authorized to give instructions, approvals and notices on behalf of the Advisor and the Trust; (j) the information in Exhibit D hereto is complete and correct and has been provided separately for each Client; and (j) the Advisor shall promptly notify the Sub-Advisor in writing in the event that any of the representations or warranties contained in this Section 6 is no longer true and accurate.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents as applicable, to the Sub- Advisor that: (a) the Advisory Agreement has been duly executed and delivered by, and constitutes a legal obligation of, the Advisor and the Trust; (b) the Advisor has been duly appointed by the Board under the Advisory Agreement to provide investment services with respect to the Fund Assets as contemplated in the Advisory this Agreement; (c) a true and complete copy of the Advisory Agreement is attached hereto as Exhibit A; (db) the Advisor has all necessary power and authority to execute, deliver, and perform this AgreementAgreement on behalf of the Trust, and such execution, delivery, and performance will not (i) require any license, registration, consent or approval that has not been lawfully and validly obtained, and any such license, registration, consent or approval shall be maintained to the extent required during the term of this Agreement; or (ii) violate any Applicable Lawapplicable law, regulation, organizational document, policy, or agreement binding on the Advisor or the Trust or their its property; (c) the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on its part; (d) the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such Sub-Advisory Agreement Touchstone International Value Fund transactions on the Trust's ’s and Fund's ’s behalf; (ed) the Advisor's ’s decision to appoint the Sub- Advisor Sub -Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund's ’s investment or trading activities; (fe) the Advisor will deliver to the Sub-Advisor a true and complete copy copies of the Fund's ’s Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and such other information as in effect from time to time as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (gf) the Trust is a "“United States person" ” within the meaning of Section 7701(a)(30) of the Code; (hg) no restrictions exist on the transferAdvisor has received, sale or other disposition of any Fund Assets and no option, lien, charge, security or encumbrance exists over any Fund Assets; (i) each Authorized Person isreviewed, and until otherwise notified to understands the Sub- Advisor in writing shall beSub-Advisor’s Form ADV, authorized to give instructions, approvals including the risk and notices on behalf of the Advisor and the Trust; (j) the information in Exhibit D hereto is complete and correct and has been provided separately for each Clientconflict disclosures contained therein; and (jh) the Advisor shall promptly notify the Sub-Advisor in writing in the event that any of the representations or warranties contained in this Section 6 5 is no longer true and accurate.

REPRESENTATIONS OF THE ADVISOR. The Advisor represents as applicable, to the Sub- Sub-Advisor that: (a) the Advisory Agreement has been duly executed and delivered by, and constitutes a legal obligation of, the Advisor and the Trust; (b) the Advisor has been duly appointed by the Board under the Advisory Agreement to provide investment services with respect to the Fund Assets as contemplated in the Advisory Agreement; (c) a true and complete copy of the Advisory Agreement is attached hereto as Exhibit A; (d) the Advisor has all necessary power and authority to execute, deliver, and perform this Agreement, and such execution, delivery, and performance will not (i) require any license, registration, consent or approval that has not been lawfully and validly obtained, and any such license, registration, consent or approval shall be maintained to the extent required during the term of this Agreement; or (ii) violate any Applicable Law, organizational document, policy, or agreement binding on the Advisor or the Trust or their property; (c) the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on its part; (d) the Trust has the full power and authority to enter into all transactions contemplated under this Agreement, to perform its obligations under such transactions and to authorize the Advisor to procure the Sub-Advisor to enter into such transactions on the Trust's ’s and Fund's ’s behalf; (e) the Advisor's ’s decision to appoint the Sub- Sub-Advisor was made in a manner consistent with its fiduciary duties under applicable law and the governing documents, contracts, or other material agreements or instruments governing the Fund's ’s investment or trading activities; (f) the Advisor will deliver to the Sub-Advisor a true and complete copy of the Fund's ’s Disclosure Documents, such other documents or instruments governing the investments of Fund Assets, and such other information as is necessary for the Sub-Advisor to carry out its obligations under this Agreement; and (g) the Trust is a "“United States person" ” within the meaning of Section 7701(a)(30) of the Code; (h) no restrictions exist on the transfer, sale or other disposition of any Fund Assets and no option, lien, charge, security or encumbrance exists over any Fund Assets; (i) each Authorized Person is, and until otherwise notified to the Sub- Sub-Advisor in writing shall be, authorized to give instructions, approvals and notices on behalf of the Advisor and the Trust; (j) the information in Exhibit D hereto is complete and correct and has been provided separately for each Client; and (j) the Advisor shall promptly notify the Sub-Advisor in writing in the event that any of the representations or warranties contained in this Section 6 is no longer true and accurate.