Exhibit (d)(2)(b) TRANSPARENT VALUE TRUST SECOND AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Exhibit (d)(2)(b)
SECOND AMENDMENT TO
THIS SECOND AMENDMENT (this “Second Amendment”) is made as of January 28, 2014 by and between Guggenheim Partners Investment Management, LLC (“GPIM”) and Transparent Value Trust (the “Trust”).
WHEREAS, GPIM and the Trust have entered into an Expense Limitation Agreement (as amended, the “Agreement”) dated January 11, 2012;
WHEREAS, GPIM and the Trust have entered into an amendment to the Agreement (the “First Amendment”) dated January 28, 2013;
WHEREAS, in light of the foregoing, GPIM and the Trust 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 Second Amendment has been executed by a duly authorized representative of each the parties hereto as of the date of this Second Amendment first set forth above.
GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC
| By: |
/s/ Xxxxxxx X. Xxxxxx |
| Name: |
Xxxxxxx X. Xxxxxx | |
| Title: |
Senior Managing Director |
| By: |
/s/ Xxxxx Xxxx |
| Name: |
Xxxxx Xxxx | |
| Title: |
President |
SCHEDULE A
As Amended January 28, 2014
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
| Fund |
Share Class |
Maximum Annual Operating Expense Limit | ||
| Transparent Value Large-Cap Aggressive | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Aggressive | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Aggressive | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Aggressive
|
Class C Shares | 2.10% | ||
| Transparent Value Large-Cap Defensive | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Defensive | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Defensive | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Defensive
|
Class C Shares | 2.10% | ||
| Transparent Value Large-Cap Market | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Market | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Market | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Market
|
Class C Shares | 2.10% | ||
| Transparent Value Large-Cap Growth | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Growth | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Growth | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Growth
|
Class C Shares | 2.10% | ||
| Transparent Value Large-Cap Value | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Value | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Value | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Value
|
Class C Shares | 2.10% | ||
| Transparent Value Large-Cap Core | Class A Shares | 1.50% | ||
| Transparent Value Large-Cap Core | Class F-1 Shares | 1.35% | ||
| Transparent Value Large-Cap Core | Class I Shares | 1.10% | ||
| Transparent Value Large-Cap Core
|
Class C Shares | 2.10% | ||
| Transparent Value Dividend | Class A Shares | 1.50% | ||
| Transparent Value Dividend | Class F-1 Shares | 1.35% | ||
| Transparent Value Dividend | Class I Shares | 1.10% | ||
| Transparent Value Dividend
|
Class C Shares | 2.10% | ||
| Transparent Value Directional Allocation | Class A Shares | 1.50% | ||
| Transparent Value Directional Allocation | Class F-1 Shares | 1.35% | ||
| Transparent Value Directional Allocation | Class I Shares | 1.10% | ||
| Transparent Value Directional Allocation
|
Class C Shares | 2.10% |
| Transparent Value Small Cap | Class A Shares | 1.70% | ||
| Transparent Value Small Cap | Class F-1 Shares | 1.55% | ||
| Transparent Value Small Cap | Class I Shares | 1.30% | ||
| Transparent Value Small Cap | Class C Shares | 2.30% |
