Exhibit (h)(1)(c) TRANSPARENT VALUE TRUST AMENDMENT TO ADMINISTRATION, BOOKEEPING AND PRICING SERVICES AGREEMENT

Exhibit (h)(1)(c)

TRANSPARENT VALUE TRUST

AMENDMENT TO

ADMINISTRATION, BOOKEEPING AND PRICING

SERVICES AGREEMENT

THIS AMENDMENT is made as of May 19, 2014 by and between ALPS Fund Services, Inc. (“ALPS”) and Transparent Value Trust (the “Trust”).

WHEREAS, ALPS and the Trust have entered into an Administration, Bookkeeping and Pricing Services Agreement dated April 1, 2010, as amended January 28, 2011, June 11, 2012, January 28, 2013, January 28, 2014 and April 28, 2014 (the “Agreement”);

WHEREAS, on January 22, 2014, the Board of Trustees of the Trust approved Transparent Value XXXX-Cap Directional Allocation Fund as a 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 FUNDS and APPENDIX C - COMPENSATION.

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

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

2. APPENDIX C – COMPENSATION. APPENDIX C – COMPENSATION of the Agreement is replaced in its entirety with the attached APPENDIX C – COMPENSATION.

3. 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 FUNDS

Transparent Value Large-Cap Aggressive Fund

Transparent Value Large-Cap Core Fund

Transparent Value Large-Cap Defensive Fund

Transparent Value Dividend Fund

Transparent Value Large-Cap Growth Fund

Transparent Value Large-Cap Market Fund

Transparent Value Large-Cap Value Fund

Transparent Value Directional Allocation Fund

Transparent Value Small Cap Fund

Transparent Value Directional Allocation VI Portfolio

Transparent Value XXXX-Cap Directional Allocation Fund

APPENDIX C

COMPENSATION

The greater of the following annual minimum fees or basis point fee schedule:

Services		Fees
With CCO Services		$[            ]

OR

Annual Net Assets		Basis Points
Between $0 - $1B		5.0
$1B-$3B		4.0
Above $3B		3.0

OUT-OF-POCKET EXPENSES: All out-of-pocket expenses are passed through to the Fund at cost, including but not limited to: third-party security pricing fees, Bloomberg fees, Gainskeeper fees, Blue Sky fees, control review reports, and travel expenses to Board meetings.

LATE CHARGES: All invoices are due and payable upon receipt. Any invoices not paid within thirty (30) days of the invoice date are subject to a one percent (1%) per month financing charge on any unpaid balance but only to the extent permitted by law.

OTHER: This fee schedule is based on the assumption that ALPS will provide the services described in Appendix B for the nine (9) Funds set forth on Appendix A.