0001193125-11-017503 Sample Contracts

Exhibit (h)(4)(a) TRANSPARENT VALUE TRUST CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • January 28th, 2011 • Transparent Value Trust • Delaware

This Chief Compliance Officer Services Agreement (this “Agreement”) is effective as of April 1, 2010 (the “Effective Date”) by and between TRANSPARENT VALUE TRUST, a Delaware statutory trust (the “Trust”), on behalf of each of its series listed in Exhibit A hereto, as such exhibit may be modified from time to time by written agreement of the parties hereto, and ALPS FUND SERVICES, INC. (“ALPS”), a Colorado corporation.

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Exhibit (e)(1)(a) TRANSPARENT VALUE TRUST DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2011 • Transparent Value Trust • Delaware

THIS AGREEMENT is made as of April 1, 2010, between Transparent Value Trust, a Delaware statutory trust (the “Trust”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

Exhibit (h)(3)(a) TRANSPARENT VALUE TRUST TRANSFER AGENCY INTERACTIVE CLIENT SERVICES AGREEMENT
Transfer Agency Interactive Client Services Agreement • January 28th, 2011 • Transparent Value Trust • Delaware

This Transfer Agency Interactive Client Services Agreement (this “Agreement”) is made as of April 1, 2010, between Transparent Value Trust, a statutory trust established under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Exhibit (h)(2)(b) TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 28th, 2011 • Transparent Value Trust

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.

Exhibit (e)(1)(b) TRANSPARENT VALUE TRUST AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2011 • Transparent Value Trust

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.

Exhibit (h)(1)(b) TRANSPARENT VALUE TRUST AMENDMENT TO ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • January 28th, 2011 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into an Administration, Bookkeeping and Pricing Services Agreement (the “Agreement”) dated April 1, 2010;

Exhibit (d)(2)(b) TRANSPARENT VALUE TRUST AMENDMENT TO EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2011 • Transparent Value Trust

THIS AMENDMENT is made as of January 28, 2011 by and between Guggenheim Investment Management LLC (“GIM”) and Transparent Value Trust (the “Trust”).

Exhibit (d)(3)(b) TRANSPARENT VALUE TRUST AMENDMENT TO SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 28th, 2011 • Transparent Value Trust

THIS AMENDMENT is made as of January 28, 2011 by and between, GUGGENHEIM INVESTMENT MANAGEMENT, LLC (“GIM”) and TRANSPARENT VALUE ADVISORS, LLC ( “TVA”).

Exhibit (h)(3)(b) TRANSPARENT VALUE TRUST AMENDMENT TO TRANSFER AGENCY INTERACTIVE SERVICES AGREEMENT
Transfer Agency Interactive Services Agreement • January 28th, 2011 • Transparent Value Trust

WHEREAS, ALPS and the Trust have entered into a Transfer Agency Interactive Services Agreement (the “Agreement”) dated April 1, 2010;

Exhibit (h)(1)(a) TRANSPARENT VALUE TRUST ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping and Pricing Services Agreement • January 28th, 2011 • Transparent Value Trust • Delaware

THIS AGREEMENT is made as of April 1, 2010, by and among Transparent Value Trust, a statutory trust formed under the laws of the State of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Exhibit (h)(2)(a) TRANSPARENT VALUE TRUST TRANSFER AGENCY AND SERVICES AGREEMENT
Transfer Agency and Services Agreement • January 28th, 2011 • Transparent Value Trust • Delaware

THIS AGREEMENT is made as of April 1, 2010, among Transparent Value Trust, organized as a statutory trust under the laws of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

Exhibit (h)(4)(b) TRANSPARENT VALUE TRUST AMENDMENT TO CHIEF COMPLIANCE OFFICER SERVICES AGREEMENT
Chief Compliance Officer Services Agreement • January 28th, 2011 • Transparent Value Trust

WHEREAS, in light of the foregoing, ALPS and the Trust wish to modify the provisions of the Agreement to reflect revised SECTION 3. Fee and Exhibit A – List of Series.

Exhibit (d)(1)(b) TRANSPARENT VALUE TRUST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2011 • Transparent Value Trust

THIS AMENDMENT is made as of January 28, 2011 by and between Guggenheim Investment Management LLC (“GIM”) and Transparent Value Trust (the “Trust”).

Exhibit (d)(2)(a) EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • January 28th, 2011 • Transparent Value Trust

EXPENSE LIMITATION AGREEMENT, effective as of March 15, 2010 by and between Guggenheim Investment Management, LLC (the “Adviser”) and Transparent Value Trust (the “Trust”) (the “Agreement”), on behalf of each series of the Trust set forth in Schedule A attached hereto (each a “Fund,” and collectively, the “Funds”).

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