Exhibit (d)(3)(b) TRANSPARENT VALUE TRUST AMENDMENT TO SUB-ADVISORY AGREEMENT

Exhibit (d)(3)(b)

TRANSPARENT VALUE TRUST

AMENDMENT TO

SUB-ADVISORY AGREEMENT

THIS AMENDMENT (this “Amendment”) is made as of January 28, 2014 by and between, GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC (“GPIM”) and TRANSPARENT VALUE ADVISORS, LLC (“TVA”).

WHEREAS, GPIM and TVA have entered into a Sub-Advisory Agreement (as amended, the “Agreement”) dated March 15, 2010;

WHEREAS, the Board of Trustees of the Trust approved on September 12, 2013, one (1) new series under the Trust; and

WHEREAS, in light of the foregoing, GPIM and TVA wish to modify the provisions of the Agreement to reflect revised Schedule A.

NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

1. Schedule A. Schedule A will be replaced in its entirety with the attached Schedule A .

2. Remainder of the Agreement. Except as specifically set forth herein, all other provisions of the Agreement shall remain in full force and effect. Any items not herein defined shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, this Amendment has been executed by a duly authorized representative of each the parties hereto as of the date of this Amendment first set forth above.

GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC

By: /s/ Xxxxxxx X. Xxxxxx

Name:		Xxxxxxx X. Xxxxxx
Title:		Senior Managing Director

TRANSPARENT VALUE ADVISORS, LLC

By: /s/ Xxxxx Xxxx

Name:		Xxxxx Xxxx
Title:		President

SCHEDULE A

to the

SUB-ADVISORY AGREEMENT

Dated, January 28, 2014 between

GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC

and

TRANSPARENT VALUE ADVISORS, LLC

The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser’s services rendered, a fee, computed daily at an annual rate based on the average daily net assets of the respective Fund as may be allocated by the Adviser to the Sub-Adviser from time to time under the following fee schedule:

Fund		Rate
Transparent Value Large-Cap Aggressive Fund			0.95	%
Transparent Value Large-Cap Defensive Fund			0.95	%
Transparent Value Large-Cap Market Fund			0.95	%
Transparent Value Large-Cap Growth Fund			0.95	%
Transparent Value Large-Cap Value Fund			0.95	%
Transparent Value Large-Cap Core Fund			0.95	%
Transparent Value Dividend Fund			0.95	%
Transparent Value Directional Allocation Fund			0.95	%
Transparent Value Small Cap Fund			1.15	%