Exhibit (h)(2)(b) TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT

Exhibit (h)(2)(b)

TRANSPARENT VALUE TRUST

AMENDMENT TO

TRANSFER AGENCY AND SERVICES AGREEMENT

THIS AMENDMENT is made as of June 11, 2012 by and between ALPS Fund Services, Inc. (“ALPS”) and Transparent Value Trust (the “Trust”).

WHEREAS, ALPS and the Trust have entered into a Transfer Agency and Services Agreement dated April 1, 2010, as amended January 28, 2011 (the “Agreement”);

WHEREAS, on February 29, 2012, the Board of Trustees of the Trust approved one new series under the Trust; and

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect revised APPENDIX A – LIST OF PORTFOLIOS.

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

1. APPENDIX A – LIST OF PORTFOLIOS. APPENDIX A – LIST OF PORTFOLIOS of the Agreement is replaced in its entirety with the attached APPENDIX A – LIST OF PORTFOLIOS.

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.

[signature page follows]

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

ALPS FUND SERVICES, INC.						TRANSPARENT VALUE TUST
By:		/s/ Xxxxxx X. May				By:		/s/ Xxxxx Xxxx
Name:		Xxxxxx X. May				Name:		Xxxxx Xxxx
Title:		President				Title:		President

APPENDIX A

LIST OF PORTFOLIOS

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Aggressive Index Fund

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Core Index Fund

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Defensive Index Fund

Transparent Value Dow Xxxxx RBP U.S. Dividend Index Fund

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Growth Index Fund

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Market Index Fund

Transparent Value Dow Xxxxx RBP U.S. Large-Cap Value Index Fund

Transparent Value Dow Xxxxx RBP Directional Allocation Index Fund