TRANSACTION MONITORING SERVICES ADDENDUM TO TRANSFER AGENCY AND SERVICES AGREEMENT

Exhibit (h)(3)(c)

TRANSACTION MONITORING SERVICES ADDENDUM

TO TRANSFER AGENCY AND SERVICES AGREEMENT

This Transaction Monitoring Services Addendum (“Addendum”) to the Transfer Agency and Services Agreement effective as of this 19^th day of October, 2015, is entered into between Transparent Value Trust, organized as a statutory trust under the laws of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

WHEREAS, the Trust and ALPS had previously entered into that certain Transfer Agency and Services Agreement, dated as of April 1, 2010, as amended (the “Agreement”), with respect to the portfolios listed in Appendix A to the Agreement (each, a “Portfolio” and collectively, the “Portfolios”); and

WHEREAS, the Trust and ALPS wish to supplement the Agreement to provide for additional services to be performed by ALPS with respect to the Portfolios and to set forth the fees for those additional services.

NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter contained, the parties hereto agree as follows:

1. Services. ALPS will provide the transaction monitoring services (the “Transaction Monitoring Services”) described in Schedule A attached hereto with respect to the Portfolios. Such services are intended to assist the Portfolios in complying with Rule 22c-2 (“Rule 22c-2”) under the Investment Company Act of 1940, as amended (the “1940 Act”), and the Portfolios’ excessive trading policies. ALPS may appoint a person or organization to perform any or all of its duties hereunder; provided that, in such event, ALPS shall not be relieved of any of its obligations hereunder and shall remain liable to the Trust for the acts of any such persons or organizations taken in furtherance of this Addendum to the same extent it would be for its own acts pursuant to the terms of the Agreement.

2. Fees. In consideration of the Transaction Monitoring Services performed under this Addendum, the Trust shall pay ALPS the fees listed on the Fee Schedule in Schedule B attached hereto.

3. Term, Termination and Modification. This Addendum shall become effective as of the date first written above (the “Start Date”) and shall continue thereafter until the termination of the Agreement unless earlier terminated by a party by providing not less than sixty (60) days’ written notice to the other party. This Addendum cannot be modified except by a written agreement signed by both parties.

4. Miscellaneous. Except to the extent expressly amended or supplemented hereby, the provisions of the Agreement remain in full force and effect. All capitalized terms used in this Addendum and not defined herein shall have the meaning ascribed to them in the Agreement. This Addendum may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

5. Governing Law. The provisions of this Addendum shall be construed and interpreted in accordance with the laws of the State of Delaware and the 1940 Act and the rules thereunder. To the extent that the laws of the State of Delaware conflict with the 1940 Act or such rules, the latter shall control.

6. Entire Agreement. This Addendum and the Agreement, including all respective attachments and schedules, constitutes the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the services hereunder, including, the “Description of 22c-2 Solution” document executed by the Trust on March 10, 2011; provided, however, that ALPS may embody in one or more separate documents its agreement, if any, with respect to delegated duties and oral instructions.

IN WITNESS WHEREOF, the parties hereto have executed this Addendum as of the day and year first above written.

ALPS FUND SERVICES, INC.				TRANSPARENT VALUE TRUST
By:		/s/ Xxxxxxx X. Xxxxxxx		By:		/s/Xxxxx Xxxx
Name:		Xxxxxxx X. Xxxxxxx		Name:		Xxxxx Xxxx
Title:		Chief Compliance Officer		Title:		President

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Schedule A to

Transaction Monitoring Services Addendum

SERVICES

In connection with the Transaction Monitoring Services, ALPS will:

1. Develop and implement analytics based on Portfolio specific rules to identify activity within a particular omnibus account that warrants further review of the underlying activity;

2. Request data from financial intermediaries and verify receipt of the data requested, including that provided through direct fees and sub-accounting service providers and DTCC Omniserv;

3. Monitor sub-account transmissions for short term trade analytics while applying known exceptions;

4. Systematically analyze trade activity and request underlying account details at the individual and/or plan level;

5. Capture potential timing activity in the AWD system and review;

6. Contact financial intermediaries in writing within specified time-frame and provide account restrictions, warnings and other related messages communicated by the Portfolios;

7. Maintain restrictions database;

8. Generate monthly reports to summarize activities; and

9. Provide ad-hoc reporting upon reasonable request.

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Schedule B to

Transaction Monitoring Services Addendum

FEE SCHEDULE

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